Common use of Adjustments for Reorganization, Merger, Consolidation or Sales of Assets Clause in Contracts

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c)), or (ii) a merger or consolidation of the Issuer with or into another corporation, where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person (an “Organic Change”), then, as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerCompany’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Stock immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change has a class of equity securities registered under the Exchange Act, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the such Organic Change, and (B) if the surviving entity in any such Organic Change does not have a class of equity securities registered under the Exchange Act, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to accelerate the maturity of this Note. In any such casecase referenced in clause (A) above, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c)), or (ii) a merger or consolidation of the Issuer with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s 's properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.. 针对重组、合并、兼并和资产出售的调整。如果发行人在原始发行日后的任何时间或不时应进行资产重组（第3节（a）和第3节（b）规定的分股、并股、股票分红，或第3节（c）规定的股份的重新分类、交易或替换除外），或发行人合并或兼并成为其他公司，在该等合并或兼并发生前发行人已发行的有表决权证券的持有人紧随该等合并或兼并后未持有的合并或兼并后实体的超过50%的已发行的有表决权证券，或发行人出售全部或实质出售全部财产或资产给其他个人（“结构变化”），则作为该结构变化的一部分，如需要应适当修改期权行权价，且做出规定（通过调整期权行权价或其他方式），在随后行使本期权时，持有人有权获得发行人或结构变化后的继承者公司的一定种类和数量的股票和其他证券或财产，以取代期权可转股票。在任一该等情况下，为本第3节（d）（包括任何当时有效的期权行权价和本期权可转股票或其他证券的数额的修订）的规定在该等事件后以尽可实行的方式得以适用起见，应适用本第3节（d）的规定适当调整持有人在结构变化后的权利。在任一该等情况下，最终的或存续公司（如果不是发行人）应承担在行使期权时交付给持有人根据本期权书的规定应获得的该等证券或财产的义务，且做出规定保护上文规定的持有人的权利。

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Maker's properties or assets to any other person (an “"Organic Change”"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Maker's properties or assets to any other person (an “"Organic Change”"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange or a national automated quotation system or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange or a national automated quotation system or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If Subject to the provisions of Section 4, if at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a5(d)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c5(d)(iv)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerCompany’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise that the holder of this Warrant, the Holder each share of Series C Preferred Stock shall have the right thereafter to receive, in lieu convert such share of Warrant Stock, Series C Preferred Stock into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d5(d)(v) with respect to the rights of the Holder holders of the Series C Preferred Stock after the Organic Change to the end that the provisions of this Section 3(d5(d)(v) (including any adjustment in the Warrant Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this Warrantthe Series C Preferred Stock) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in clauses (i) and (ii) of Section 3(a), and Section 3(b3.4(a), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.4(a)(iii)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person Asset Sale (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Shares immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange or the OTC Bulletin Board, the Holder shall have the right to demand repayment of the then outstanding aggregate Principal Amount at 115% of the Principal Amount thereof (“Mandatory Repayment”). The Company shall give the Holder at least twenty (20) day’s prior written notice of any Organic Change, during which time the Holder shall have the right to convert any portion of the Note into Common Shares. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.4(a)(iv) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.4(a)(iv) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Company's properties or assets to any other person (an “"Organic Change”"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Stock immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c)), or (ii) a merger or consolidation of the Issuer with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s 's properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, Person where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person Person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, Person where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person Person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Note) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.05(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.05(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Maker prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand that the unpaid principal of this Note and any accrued interest thereon be immediately prepaid by the Maker. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.05(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.05(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in clauses (i) and (ii) of Section 3(a), and Section 3(b3.4(a), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.4(a)(iii)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over more than fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or any Asset Sale (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person (each an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its Common Shares are listed or quoted on a national exchange, the OTC Bulletin Board, or any tier of the OTC Markets Group, Inc., an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Shares immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its Common Shares are not listed or quoted on a national securities exchange, the OTC Bulletin Board, or any tier of the OTC Markets Group, Inc., the Holder shall have the right to demand repayment of the then outstanding aggregate Principal Amount at 100% of the Principal Amount thereof plus the Interest Amount then accrued but unpaid thereof (the “Mandatory Repayment Amount”). The Company shall give the Holder at least five (5) day’s prior written notice of any Organic Change, during which time the Holder shall have the right to convert any portion of the Note into Common Shares. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.4(a)(iv) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.4(a)(iv) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company whose securities are registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change into which such Note might have been converted immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company whose securities are registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a5(a), and Section 3(b5(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c5(c)), or (ii) a merger or consolidation of the Issuer with or into another corporation, where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person (an “Organic Change”), then, as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d5(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d5(d) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), 5(d)(i) and Section 3(b)(ii) hereof, or a reclassification, exchange or substitution of shares provided for in Section 3(c)5(d)(iii) hereof), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, entity where the holders of Company is not the Issuer’s outstanding voting securities prior to such merger continuing or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated surviving entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerCompany’s properties or assets to any other person (an “Organic Change”), then, as a part of such Organic Change an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise that the holder of this Warrant, the Holder each share of Series A-1 Convertible Preferred Stock shall have the right thereafter to receive, in lieu convert such share of Warrant Stock, the Series A-1 Convertible Preferred Stock into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the Organic Change that holders of the number of shares of Common Stock into which such share of the Series A-1 Convertible Preferred Stock might have been converted immediately prior to such Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d5(d)(iv) hereof with respect to the rights of the Holder holders of the Series A-1 Convertible Preferred Stock after the Organic Change to the end that the provisions of this Section 3(d5(d)(iv) hereof (including any adjustment in the Warrant Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this Warrantthe Series A-1 Convertible Preferred Stock) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, entity immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company whose common stock is registered pursuant to the Exchange Act of 1934 and its common stock is listed or quoted on a national securities exchange, a national automated quotation system or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company whose common stock is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, a national automated quotation system or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Additional Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Date issuance date of the Note there shall be (i) a capital reorganization of the Issuer Borrower (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b)distributions, or a reclassification, exchange or substitution of shares provided for in Section 3(c)shares), or (ii) a merger or consolidation of the Issuer Borrower with or into another corporation, corporation where the holders of the IssuerBorrower’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerBorrower’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change an appropriate revision to the Warrant Price conversion price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price conversion price or otherwise) so that, upon any subsequent exercise conversion of this Warrantthe Note, the Holder shall have the right to receive, in lieu of Warrant StockShares, the kind and amount of shares of stock and other securities or property of the Issuer Borrower or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) 2 with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) 2 (including any adjustment in the Warrant Price conversion price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Maker's properties or assets to any other person (an “"Organic Change”"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, a national automated quotation system or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, a national automated quotation system or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c)), or (ii) a merger or consolidation of the Issuer with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person (an “Organic Change”), then, as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in clauses (i) and (ii) of Section 3(a), and Section 3(b3.4(a), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.4(a)(iii)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Company's properties or assets to any other person (an “"Organic Change”"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Stock immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.4(a)(iv) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.4(a)(iv) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Maker prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Maker's properties or assets to any other person (an “"Organic Change”"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Stock immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.05(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.05(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Maker prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from such Organic Change that the Holder would have been entitled to receive upon the consummation of such Organic Change if the Holder had converted this Note in full immediately prior thereto (including the right of a stockholder to elect the type of consideration it will receive upon an Organic Change), subject to adjustments (subsequent to such corporate action), and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand that the unpaid principal of this Note and any accrued interest thereon be immediately prepaid by the Maker. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.05(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.05(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) is a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), 3.5(a)(ii) and Section 3(b3.5(a)(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, Person where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person Person (an “Organic Change”), then, then as a part of such the Organic Change, (A) if the surviving entity in the Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its Common Shares are listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision provisions shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert this Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company registered pursuant to the Exchange Act, or its Common Shares are not listed or quoted on the Stock Exchange, a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment adjustments shall be made in the application of the provisions of this Section 3(d) section with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) section (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent a manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerCompany’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Stock immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, this Note and any accrued Interest shall be immediately due and payable, in cash, to the Holder. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, Person where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person Person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Exchange Act, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Maker's properties or assets to any other person (an “Organic Change”"ORGANIC CHANGE"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange or a national automated quotation system or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange or a national automated quotation system or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Date date hereof there shall be (i) a capital reorganization of the Issuer Borrower (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a1.5(a), and Section 3(b1.5(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c1.5(c)), or (ii) a merger or consolidation of the Issuer Borrower with or into another corporation, Borrower where the holders of the IssuerBorrower’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerBorrower’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise conversion of this WarrantNote, the Holder shall have the right to receive, in lieu of Warrant StockConversion Shares, the kind and amount of shares of stock and other securities or property of the Issuer Borrower or any successor corporation Borrower resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d1.5(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d1.5(d) (including any adjustment in the Warrant Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b)herein, or a reclassification, exchange or substitution of shares provided for in Section 3(c))herein, or (ii) a merger or consolidation of the Issuer Company with or into another corporation, person or entity where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Company's properties or assets to any other person or entity (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Exchange Act, and its Common Stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Exchange Act, or its Common Stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant hereto. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the Pink Sheets or OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Company's properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Stock immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Maker's properties or assets to any other person (an “Organic Change”"ORGANIC CHANGE"), then, then as a part of such Organic Change an appropriate revision to the Warrant Conversion Price and the Alternative Conversion Price Floor shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price and the Alternative Conversion Price Floor or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price and the Alternative Conversion Price Floor then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a4(e)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c4(e)(iv)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Company's properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise that the holder of this Warrant, the Holder each share of Series A Preferred shall have the right thereafter to receive, in lieu convert such share of Warrant Stock, Series A Preferred into the kind and amount of shares of stock and other securities or property which such holder would have had the right to receive had such holder converted its shares of Series A Preferred immediately prior to the Issuer or any successor corporation resulting from the consummation of such Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d4(e)(v) with respect to the rights of the Holder holders of the Series A Preferred after the Organic Change to the end that the provisions of this Section 3(d4(e)(v) (including any adjustment in the Warrant Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this Warrantthe Series A Preferred) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, Person where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person Person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.4(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.4(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker or Cyber with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker's or Cyber’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, a national automated quotation system or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or Cyber or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, a national automated quotation system or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.5(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.4(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.4(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in clauses (a) and (b) of Section 3(a), and Section 3(b)3.4, or a reclassification, exchange or substitution of shares provided for in Section 3(c)3.4(c), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person Asset Sale (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its Common Shares is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so thatthat the Holder shall have the right thereafter to convert such Note into the kind and amount of shares of Common Shares and other securities or property of the Company or any successor corporation as it would have received as a result of such Organic Change if it had converted this Note into Common Shares immediately prior to such Organic Change, upon and (B) if the surviving entity in any subsequent exercise such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of this Warrant1934, as amended, or its Common Shares is not listed or quoted on a national securities exchange or the OTC Bulletin Board, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property demand repayment of the Issuer or then outstanding aggregate Principal Amount at 105% of the Principal Amount thereof (“Mandatory Repayment”). The Company shall give the Holder at least twenty (20) day’s prior written notice of any successor corporation resulting from the Organic Change, during which time the Holder shall have the right to convert any portion of the Note into Common Shares. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.4(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.4(d) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock Common Shares or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a)Sections 3.5.1.1, 3.5.1.2 and Section 3(b)3.5.1.3, or a reclassification, exchange or substitution of shares provided for in Section 3(c)3.5.1.4), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6.1 hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) 3.5.1.5 with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) 3.5.1.5 (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a5(e)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c5(e)(iv)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Company's properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise that the holder of this Warrant, the Holder each share of Series A-1 Preferred shall have the right thereafter to receive, in lieu convert such share of Warrant Stock, Series A-1 Preferred into the kind and amount of shares of stock and other securities or property which such holder would have had the right to receive had such holder converted its shares of Series A-1 Preferred immediately prior to the Issuer or any successor corporation resulting from the consummation of such Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d5(e)(v) with respect to the rights of the Holder holders of the Series A-1 Preferred after the Organic Change to the end that the provisions of this Section 3(d5(e)(v) (including any adjustment in the Warrant Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this Warrantthe Series A-1 Preferred) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in clauses (i) and (ii) of Section 3(a), and Section 3(b3.4(a), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.4(a)(iii)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person Asset Sale (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its Common Shares are listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Shares immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its Common Shares are not listed or quoted on a national securities exchange or the OTC Bulletin Board, the Holder shall have the right to demand repayment of the then outstanding aggregate Principal Amount at 100% of the Principal Amount thereof (“Mandatory Repayment”). The Company shall give the Holder at least twenty (20) day’s prior written notice of any Organic Change, during which time the Holder shall have the right to convert any portion of the Note into Common Shares. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.4(a)(iv) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.4(a)(iv) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, Person where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person Person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Maker's properties or assets to any other person (an “"Organic Change”"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the Pink Sheets or OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.6(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.6(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s Maker's properties or assets to any other person (an “"Organic Change”"), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company whose securities are registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change into which such Note might have been converted immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company whose securities are registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a)3.6(a)(i) , (ii) and Section 3(b)(iii) , or a reclassification, exchange or substitution of shares provided for in Section 3(c)3.6(a)(iv) ), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerCompany’s properties or assets to any other person (an ““ Organic ChangeChange ”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwiseConversion Price) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the as it would have received as a result of such Organic Change if it had converted this Note into Common Stock immediately prior to such Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.6(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a5(e)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c5(e)(iv)), or (ii) a merger or consolidation of the Issuer Company with or into another corporation, where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerCompany’s properties or assets to any other person that is not deemed a liquidation pursuant to Section 4(b) (an “Organic Change”), then, then as a part of such Organic Change an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise that the holder of this Warrant, the Holder each share of Series CC Preferred Stock shall have the right thereafter to receive, in lieu convert such share of Warrant Stock, Series CC Preferred Stock into the kind and amount of shares of stock and other securities or property of the Issuer Company or any successor corporation resulting from the Organic Change as the holder would have received as a result of the Organic Change and if the holder had converted its Series CC Preferred Stock into the Company’s Common Stock prior to the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d5(e)(v) with respect to the rights of the Holder holders of the Series CC Preferred Stock after the Organic Change to the end that the provisions of this Section 3(d5(e)(v) (including any adjustment in the Warrant Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this Warrantthe Series CC Preferred Stock) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, Person where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person Person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company the traded equity securities of which are registered pursuant to the Securities Exchange Act of 1934, as amended, and such securities are listed or quoted on a national securities exchange (as defined in the Securities Exchange Act of 1934) or the OTC Bulletin Board, an appropriate revision to the Warrant Set Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Set Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not such a public company, or its equity securities are not listed or quoted on a national securities exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Set Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Sage (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), 3.5(a)(ii) and Section 3(b3.5(a)(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Sage with or into another corporation, Person where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerSage’s properties or assets to any other person Person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Exchange Act, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Conversion Price or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Sage or any successor corporation resulting from the Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Issuance Date there shall be (i) a capital reorganization of the Issuer Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a3.5(a)(i), (ii) and Section 3(b(iii), or a reclassification, exchange or substitution of shares provided for in Section 3(c3.5(a)(iv)), or (ii) a merger or consolidation of the Issuer Maker with or into another corporation, corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50% %) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the IssuerMaker’s properties or assets to any other person (an “Organic Change”), then, then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change has a class of equity securities registered under the Exchange Act, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Warrant Price Conversion Prices shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price Conversion Prices or otherwise) so that, upon any subsequent exercise of this Warrant, that the Holder shall have the right thereafter to receive, in lieu of Warrant Stock, convert such Note into the kind and amount of shares of stock and other securities or property of the Issuer Maker or any successor corporation resulting from the such Organic Change, and (B) if the surviving entity in any such Organic Change does not have a class of equity securities registered under the Exchange Act, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, the Holder shall have the right to accelerate the maturity of this Note. In any such casecase referenced in clause (A) above, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3.5(a)(v) (including any adjustment in the Warrant Price applicable Conversion Prices then in effect and the number of shares of stock or other securities deliverable upon exercise conversion of this WarrantNote) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c3(b)), or (ii) a merger or consolidation of the Issuer with or into another corporation, where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person (an “Organic Change”), then, as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d3(c) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d3(c) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.