Common use of Organic Change Clause in Contracts

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure that Holder shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, amalgamation, sale of all or substantially all of the Company's ’s assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock Shares are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Shares is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will deliver notice of such event ten (10) Business Days prior to its consummation and secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the “Acquiring Entity”) a written agreement to deliver to the Holder in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant (including, an adjusted exercise price equal to the value for the Common Shares reflected by the terms of such consolidation, merger, amalgamation or sale, and exercisable for a corresponding number of Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, amalgamation or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose Common Shares or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 3. Prior to the consummation of any other Organic Change, the Company shall be required to make appropriate provision (in form and substance satisfactory to Holder) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock Shares immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant including those set forth in Sections 1(f) of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore Shares which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to Warrant including those set forth in Sections 1(f) of this Warrant). Notwithstanding the Warrant (includingforegoing, in the case event of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the WarrantOrganic Change, if the value so reflected is less than Holder has not exercised the Stock Purchase Price Warrant in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless full prior to the consummation thereofof the Organic Change, then the successor entity (if other than Holder shall have the Company) resulting from consolidation or merger right to require the Company or the entity purchasing such assets assumes Acquiring Entity to purchase this Warrant from the Holder by written instrument (in form and substance satisfactory paying to the Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance simultaneously with the foregoing provisionsconsummation of the Organic Change, Holder may cash in an amount equal to the value of the remaining unexercised portion of this Warrant on the date of such consummation, which value shall be entitled determined by use of the Black and Scholes Option Pricing Model reflecting (i) a risk-free interest rate corresponding to acquirethe U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date of request and (ii) an expected volatility equal to the greater of 60% and the 100 day volatility obtained from the HVT function on Bloomberg.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, amalgamation, sale of all or substantially all of the Company's ’s assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock Shares are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Shares is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change, the Company will deliver notice of such event ten (10) Business Days prior to its consummation and secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the “Acquiring Entity”) a written agreement to deliver to the Holder in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant (including, an adjusted exercise price equal to the value for the Common Shares reflected by the terms of such consolidation, merger, amalgamation or sale, and exercisable for a corresponding number of Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, amalgamation or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose Common Shares or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 3. Prior to the consummation of any other Organic Change, the Company shall be required to make appropriate provision (in form and substance satisfactory to Holder) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock Shares immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant including those set forth in Sections 1(f) of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore Shares which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to Warrant including those set forth in Sections 1(f) of this Warrant). Notwithstanding the Warrant (includingforegoing, in the case event of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the WarrantOrganic Change, if the value so reflected is less than Holder has not exercised the Stock Purchase Price Warrant in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless full prior to the consummation thereofof the Organic Change, then the successor entity (if other than Holder shall have the Company) resulting from consolidation or merger right to require the Company or the entity purchasing such assets assumes Acquiring Entity to purchase this Warrant from the Holder by written instrument (in form and substance satisfactory paying to the Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance simultaneously with the foregoing provisionsconsummation of the Organic Change, Holder may cash in an amount equal to the value of the remaining unexercised portion of this Warrant on the date of such consummation, which value shall be entitled determined by use of the Black and Scholes Option Pricing Model reflecting (i) a risk-free interest rate corresponding to acquirethe U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date of request and (ii) an expected volatility equal to the greater of 60% and the 100 day volatility obtained from the HVT function on Bloomberg.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic "ORGANIC Change.” " Prior to the consummation of any (i) sale of all or substantially all of the Company's assets to an acquiring Person, or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the "ACQUIRING ENTITY") a written agreement (in form and substance reasonably satisfactory to the holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to deliver to the Holder in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the holder of this Warrant (including an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 4(b). Notwithstanding the foregoing and except with respect to the Organic Change contemplated by the Merger (as defined in the Securities Purchase Agreement), at the Holder's option and request, the Acquiring Entity shall purchase the Warrant from such Holder for a purchase price, payable in cash within five Business Days after such request (or, if later, on the effective date of the Organic Change), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Organic Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 4(b) and insuring that the Warrants (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Organic Change. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Holderthe holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall Corporation will make appropriate provision provisions (in form and substance satisfactory to Holderthe holders of a majority of the Warrants then outstanding) to insure that Holder shall each of the holders of Warrants with respect to all or any of the Warrants held thereby will thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrantsuch holder's Warrants, such sharesshares of stock, securities or assets as may be issued or payable such holder would have received in connection with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken placeif such holder had exercised his, her or its Warrants immediately prior to such Organic Change. In any such case, the Company shall Corporation will make appropriate provision provisions (in form and substance satisfactory to Holderthe holders of a majority of the Warrants then outstanding) with respect to Holder’s rights and interests to insure that the provisions of this Section 4 and Section 3 hereof shall 4.6 will thereafter be applicable to the Warrant Warrants (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, Organic Change and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the WarrantWarrants, if the value so reflected is less than the Stock Purchase Conversion Price in effect immediately prior to such consolidation, merger or saleOrganic Change). The Company shall Corporation will not effect any such consolidation, merger or saleOrganic Change, unless prior to the consummation thereof, the successor entity (if other than the Company) Corporation resulting from consolidation or merger or the entity purchasing such assets Organic Change assumes by written instrument (in form and substance reasonably satisfactory to Holderthe holders of a majority of the Warrants then outstanding), the obligation to deliver to Holder each such sharesholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Holder such holder may be entitled to acquire. All other terms of the Warrants shall remain in full force and effect following such an Organic Change. The provisions of this Section 4.6 shall similarly apply to successive Organic Changes.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall -------------- Corporation will make appropriate provision provisions (in form and substance satisfactory to Holderthe holders of a majority of the Warrants then outstanding) to insure that Holder shall each of the holders of Warrants with respect to all or any of the Warrants held thereby will thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrantsuch holder's Warrants, such sharesshares of stock, securities or assets as may be issued or payable such holder would have received in connection with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken placeif such holder had exercised his, her or its Warrants immediately prior to such Organic Change. In any such case, the Company shall Corporation will make appropriate provision provisions (in form and substance satisfactory to Holderthe holders of a majority of the Warrants then outstanding) with respect to Holder’s rights and interests to insure that the provisions of this Section 4 and Section 3 hereof shall 4.6 will thereafter be applicable to the Warrant Warrants (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, Organic Change and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the WarrantWarrants, if the value so reflected is less than the Stock Purchase Conversion Price in effect immediately prior to such consolidation, merger or saleOrganic Change). The Company shall Corporation will not effect any such consolidation, merger or saleOrganic Change, unless prior to the consummation thereof, the successor entity (if other than the Company) Corporation resulting from consolidation or merger or the entity purchasing such assets Organic Change assumes by written instrument (in form and substance reasonably satisfactory to Holderthe holders of a majority of the Warrants then outstanding), the obligation to deliver to Holder each such sharesholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Holder such holder may be entitled to acquire. All other terms of the Warrants shall remain in full force and effect following such an Organic Change. The provisions of this Section 4.6 shall similarly apply to successive Organic Changes.

Organic Change. (a) Any recapitalization, reclassification, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets or other similar transaction, in each case which is effected at any time after the date hereof and prior to the Expiration Date in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity stock, securities or and/or assets (including cash but specifically excluding ordinary cash dividends) with respect to Common Stock or in exchange for Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure ensure that Holder each of the registered holders of Warrants shall thereafter have the right to acquire and receivereceive upon exercise of such holder’s Warrant, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this such holder’s Warrant, such sharesshares of stock, securities or and/or assets (including cash) as may be issued or payable in the Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this such holder’s Warrant had such Organic Change not taken place. In any such , in each case, net of the Company shall make appropriate provision (in form aggregate applicable Exercise Price payable by each holder and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case net of any consideration such consolidation, merger or sale in which holder would have had to surrender if it had held the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale)the Organic Change. The Company shall not effect any such consolidationOrganic Change unless, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder each such sharesWarrant holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Holder such Warrant holder may be entitled to acquire. In any case, the Company shall make appropriate provision with respect to such Warrant holders’ rights and interests to insure that the provisions of this Section 14 shall thereafter be applicable to the Warrants.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction, in each case transaction which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities stock, securities, or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “"Organic Change.” ". Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure ensure that each Registered Holder of Warrants shall thereafter have the right to acquire and receivereceive upon exercise thereof, in lieu of or in addition to (as the case may be) the shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon the exercise of this Warrantsuch Registered Holder's Warrants, such sharesshares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant such Registered Holder's Warrants had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to such Registered Holder’s 's rights and interests to insure that the provisions of hereof (including this Section 4 and Section 3 hereof 2) shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale)Warrants. The Company shall not effect any such consolidationOrganic Change unless, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation such Organic Change (including a purchaser of all or merger or substantially all the entity purchasing such assets Company's assets) assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to each Registered Holder of Warrants such sharesshares of stock, securities or assets as, in accordance with the foregoing provisions, such Registered Holder may be entitled to acquireacquire upon exercise of Warrants.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the “Acquiring Entity”) a written agreement (in form and substance reasonably satisfactory to the holders of SPA Warrants representing at least two-thirds of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to deliver to the holder of this Warrant in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the holder of this Warrant (including, an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the holder of this Warrant may elect to treat such Person as the Acquiring Entity for purposes of this Section 5. Prior to the consummation of any other Organic Change, the Company shall be required to make appropriate provision (in form and substance satisfactory to Holder) to insure that Holder shall the holder of this Warrant thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant including those set forth in Sections 2(d)(i) and 2(d)(ii) of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 Warrant including those set forth in Sections 2(d)(i) and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case 2(d)(ii) of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the this Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets or other transaction, transaction in each case which is effected in such a way that the holders of Common Stock shares of common stock are entitled to receive (either directly or upon subsequent liquidation) equity stock, securities or assets with respect to or in exchange for shares of Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company will secure from the person or entity purchasing such assets or the successor resulting from such Organic Change (in each case, the “Acquiring Entity”) a written agreement (in form and substance satisfactory to the holders of Warrants representing at least two-thirds of the Shares issuable upon exercise of the Warrants then outstanding) to deliver to each holder of Warrants in exchange for such Warrants, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holders of the Warrants (including an adjusted warrant exercise price equal to the value for the Shares reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of Shares acquirable and receivable upon exercise of the Warrants without regard to any limitations on exercise, if the value so reflected is less than any applicable Warrant Price immediately prior to such consolidation, merger or sale). Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holderthe Warrant No. W-1 Holders of Warrants representing a majority of the Shares issuable upon exercise of the Warrants then outstanding) to insure that Holder shall each of the Holders of the Warrants will thereafter have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock Shares immediately theretofore acquirable issuable and receivable upon the exercise of this Warrantsuch Holder’s Warrants (without regard to any limitations on exercise), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable Shares which would have been issuable and receivable upon the exercise of this such holder’s Warrant had as of the date of such Organic Change not taken place. In (without taking into account any such case, limitations or restrictions on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercisability of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.Warrant No. W-1

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the “Acquiring Entity”) a written agreement (in form and substance reasonably satisfactory to the holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to deliver to the holder of this Warrant in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the holder of this Warrant (including, an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the holder of this Warrant may elect to treat such Person as the Acquiring Entity for purposes of this Section 4(b). Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Holderthe holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to insure that Holder shall the holder of this Warrant thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “"ORGANIC CHANGE." Subject to Section 4(k) of the Securities Purchase Agreement, prior to the consummation of any (i) sale of all or substantially all of the Company's assets to an acquiring Person or (ii) other Organic Change.” Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the "ACQUIRING ENTITY") a written agreement (in form and substance reasonably satisfactory to the holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to deliver to the holder of this Warrant in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the holder of this Warrant (including, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose Common Stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the holder of this Warrant may elect to treat such Person as the Acquiring Entity for purposes of this Section 4(b). Prior to the consummation of any other Organic Change, the Company shall be required to make appropriate provision (in form and substance satisfactory to Holder) to insure that Holder shall the holder of this Warrant thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant including those set forth in Sections 1(f)(i) and 1(f)(ii) of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 Warrant including those set forth in Sections 1(f)(i) and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case 1(f)(ii) of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the this Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. (a) Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the “Acquiring Entity”) a written agreement to deliver to the Holder in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the Holder of this Warrant (including an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such Organic Change and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 2. Notwithstanding the foregoing, at the Holder’s option and request, the Acquiring Entity shall purchase the Warrant from such Holder for a purchase price, payable in cash within five (5) Business Days after such request (or, if later, on the effective date of the Organic Change), equal to the value of the remaining unexercised portion of this Warrant on the date of such request, which value shall be computed using the Black-Scholes option pricing model with such assumptions and inputs as are reasonably satisfactory to the Company. The terms of any agreement pursuant to which an Organic Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2 and insuring that the Warrants (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Organic Change. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets reclassification or other transaction, in each case transaction which does not constitute a Sales Event and is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity stock, securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change.” ”. Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure ensure that each Registered Holder of Warrants shall thereafter have the right to acquire and receivereceive upon exercise thereof, in lieu of or in addition to (as the case may be) the shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon the exercise of this Warrantsuch Registered Holder’s Warrants, such sharesshares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant such Registered Holder’s Warrants had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to Holderthe Required Holders) with respect to such Registered Holder’s rights and interests to insure that the provisions of this Section hereof (including Sections 2, 3 and 4 and Section 3 hereof hereof) shall thereafter be applicable to the Warrant Warrants (including, in the case of any such consolidation, merger or sale Organic Change in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, Organic Change and a corresponding immediate adjustment in the number of shares of Common Stock Warrant Shares acquirable and receivable upon exercise of the WarrantWarrants, if the value so reflected is less than the Stock Purchase Exercise Price in effect immediately prior to such consolidation, merger or saleOrganic Change). The Company shall not effect any such consolidationOrganic Change unless, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation such Organic Change (including a purchaser of all or merger or substantially all the entity purchasing such assets Company’s assets) assumes by written instrument (in form and substance satisfactory to Holder), the Required Holders) the obligation to deliver to each Registered Holder of the Warrants such sharesshares of stock, securities or assets as, in accordance with the foregoing provisions, such Registered Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change"ORGANIC CHANGE.” " Prior to the consummation of any (i) sale of all or substantially all of the Company's assets to an acquiring Person, or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the "ACQUIRING ENTITY") a written agreement (in form and substance reasonably satisfactory to the holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to deliver to the Holder in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the holder of this Warrant (including an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 4(b). Notwithstanding the foregoing and except with respect to the Organic Change contemplated by the Merger (as defined in the Securities Purchase Agreement), at the Holder's option and request, the Acquiring Entity shall purchase the Warrant from such Holder for a purchase price, payable in cash within five Business Days after such request (or, if later, on the effective date of the Organic Change), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Organic Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 4(b) and insuring that the Warrants (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Organic Change. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Holderthe holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, merger or sale of all or substantially all of the Company's ’s assets or other transaction, in each case liquidation of the Company which is effected in such a way that the holders of Class A Common Stock Units (or any other type of equity securities subject to the Option) are entitled to receive (either directly or upon subsequent liquidation) equity stock, securities or assets with respect to or (including cash) in exchange for Class A Common Stock, Units (or such other type of equity securities subject to the Option) is referred to herein as an “Organic Change.” Prior to Except as otherwise provided herein, after the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure that Holder Option shall thereafter have be exercisable for, rather than the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock applicable Units immediately theretofore acquirable and receivable upon exercise of this Warrant such Option, such shares of stock, securities or assets (including cash) as may be issued or payable or in exchange for the number and class of Units immediately theretofore acquirable and receivable upon exercise of such Option had such Organic Change not taken place. In Notwithstanding the foregoing, in the event of any such caseproposed Organic Change or other transaction which would represent a Sale of the Company, the Company shall make appropriate provision (may, in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that its discretion, terminate any or all of the provisions of this Section 4 and Section 3 hereof shall thereafter be applicable Option by written notice to the Warrant (includingGrantee, in subject to the case payment, upon the consummation of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than Sale of the Company, an immediate adjustment by the Company to the Grantee of the Stock Purchase Price difference, if any, between the consideration which the Grantee (to the value extent vested as of such Sale of the Company) would receive in such Sale of the Company for the Common Stock reflected by applicable Issued Units if such Grantee exercised the terms Option (to the extent vested as of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise Sale of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect Company) immediately prior to such consolidation, merger or sale). The Sale of the Company shall not effect any and the Exercise Price of such consolidation, merger or sale, unless prior Option (to the consummation thereof, the successor entity (if other than extent vested as of such Sale of the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any Other than the Permitted Issuances, any -------------- recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction, in each case transaction which is effected in such a way that the holders of Common Stock or Series A Preferred Stock are entitled to receive (either directly or upon subsequent liquidation) equity stock, securities or assets with respect to or in exchange for Common Stock, Stock or Series A Preferred Stock is referred to herein as an “"Organic Change.” Prior ". Subject to the provisions of the Securities Agreement, prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure ensure that Holder each holder of Warrants shall thereafter have the right to acquire and receivereceive upon exercise thereof, in lieu of or in addition to (as the case may be) the shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon the exercise of this Warrantsuch holder's Warrants, such sharesshares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant such holder's Warrants had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s such holder's rights and interests to insure that the provisions of hereof (including this Section 4 and Section 3 hereof 2) shall thereafter be applicable to the Warrant Warrants (including, in the case of any such consolidation, merger or sale Organic Change in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price Exercise Prices to the value for the Common Stock or Series A Preferred Stock reflected by the terms of such consolidation, merger or sale, Organic Change and a corresponding immediate adjustment in the number of shares of Common Stock Warrant Shares acquirable and receivable upon exercise of the WarrantWarrants, if the value so reflected is less than the Stock Purchase Fair Market Value of the Common Stock, or the Series A Issue Price of the Series A Preferred Stock, as applicable, in effect immediately prior to such consolidation, merger or saleOrganic Change). The Company shall not effect any such consolidationOrganic Change unless, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation such Organic Change (including a purchaser of all or merger or substantially all the entity purchasing such assets Company's assets) assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder each holder of Warrants such sharesshares of stock, securities or assets as, in accordance with the foregoing provisions, Holder such holder may be entitled to acquireacquire upon exercise of Warrants.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the “Acquiring Entity”) a written agreement (in form and substance reasonably satisfactory to the holders of SPA Additional Investment Rights representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Additional Investment Rights then outstanding) to deliver to the Holder in exchange for this Additional Investment Right, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Additional Investment Right and reasonably satisfactory to the Holder (including, an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Additional Investment Right (without regard to any limitations on the exercise of this Additional Investment Right), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 4(b). Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Holderthe holders of SPA Additional Investment Rights representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Additional Investment Rights then outstanding) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this WarrantAdditional Investment Right (without regard to any limitations on the exercise of this Additional Investment Right), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had Additional Investment Right as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or saleAdditional Investment Right). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic ChangeChange (as defined below), the Company shall will make appropriate provision (in form and substance satisfactory to Holder) provisions to insure that Holder shall the Lender will thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock capital stock in Company immediately theretofore acquirable and receivable upon the exercise conversion of this WarrantNote, such sharesshares of stock, membership interests, partnership interests, securities or assets as may be issued or payable such Lender would have received in connection with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken placeif the Lender had converted this Note immediately prior to such Organic Change. In any such case, the Company shall will make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests provisions to insure that the provisions of this Section 4 and Section 3 hereof shall 8.4 will thereafter be applicable to the Warrant this Note (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Conversion Price to the value for the Common Stock shares of capital stock in Company reflected by the terms of such consolidation, merger or sale, Organic Change and a corresponding immediate adjustment in the number of shares of Common Stock capital stock acquirable and receivable upon exercise conversion of the Warrantthis Note, if the value so reflected is less than the Stock Purchase Conversion Price in effect immediately prior to such consolidation, merger or saleOrganic Change). The Company shall will not effect any such consolidation, merger or saleOrganic Change, unless prior to the consummation thereof, the successor entity (if other than the Company) company resulting from consolidation or merger or the entity purchasing such assets Organic Change assumes by written instrument either: (in form and substance satisfactory to Holder), i) the obligation to deliver to Holder Lender such sharesshares of stock, securities or assets as, in accordance with the foregoing provisions, Holder Lender may be entitled to acquire; or (ii) the obligation to pay to the Lender, should the Lender elect to convert this Note following such Organic Change, an amount of value equivalent to what the Lender would have received pursuant to subparagraph (i) indicated above as of the date of the Organic Change. All other terms of this Note shall remain in full force and effect following such an Organic Change. The provisions of this Section 8.4 shall similarly apply to successive Organic Changes.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “"Organic Change.” " Prior to the consummation of any (i) sale of all or substantially all of the Company's assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to deliver to the Holder in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the Holder (including, an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 4(b). Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Holderthe holders of SPA Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the SPA Warrants then outstanding) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change"ORGANIC CHANGE.” " Prior to the consummation of any (i) sale of all or substantially all of the Company's assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity (for purposes hereof a "surviving entity" means that this Warrant will continue to be exercisable for the publicly traded shares of a publicly traded entity), the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the "ACQUIRING ENTITY") a written agreement (in form and substance reasonably satisfactory to the holders of warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the Exchange Warrants then outstanding) to deliver to the Holder in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the Holder (including, an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 4(b). Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Holderthe holders of Exchange Warrants representing at least a majority of the shares of Common Stock obtainable upon exercise of the Exchange Warrants then outstanding) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place. In (without regard to any such case, limitations on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercise of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.

Organic Change. Any recapitalization, reorganization, reclassification, consolidationconsolidation or merger to which the Company is a party, merger, or sale of all or substantially all of the Company's ’s assets to another Person or other transaction, in each case which transaction that is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity stock, securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall will make appropriate provision (in form and substance satisfactory to Holder) to insure ensure that the Holder shall will thereafter have the right to acquire and receive, upon exercise of this Warrant, in lieu of or in addition to (as the case may be) the shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon the exercise of this such holder’s Warrant, such sharesstock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon exercise of this the Holder’s Warrant had such Organic Change not taken place. In any such case, the Company shall will make appropriate provision (in form and substance satisfactory to Holder) with respect to the Holder’s rights and interests to insure ensure that the provisions of this Section 4 and Section 3 3(f) hereof shall will thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall will not effect any such consolidation, merger or saleOrganic Change, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity corporation purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder)instrument, the obligation to deliver to the Holder such sharesstock, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire. The Company will give written notice to the Holder at least 20 days prior to the date on which the Company closes its books or takes a record for determining rights to vote with respect to any Organic Change, dissolution or liquidation. The Company will also give written notice to the Holder at least 20 days prior to the date on which any Organic Change, dissolution or liquidation will take place.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the Person issuing the securities or providing the assets in such Organic Change (in each case, the “Acquiring Entity”) a written agreement to deliver to the Holder in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the holder of this Warrant (including an adjusted exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder may elect to treat such Person as the Acquiring Entity for purposes of this Section 2. Notwithstanding the foregoing, at the Holder’s option and request, the Acquiring Entity shall purchase the Warrant from such Holder for a purchase price, payable in cash within five (5) Business Days after such request (or, if later, on the effective date of the Organic Change), equal to the value of the remaining unexercised portion of this Warrant on the date of such request, which value shall be computed using the Black-Scholes option pricing model with such assumptions and inputs as are reasonably satisfactory to the Company. The terms of any agreement pursuant to which a Organic Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2 and insuring that the Warrants (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Organic Change. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure that the Holder shall thereafter will have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore which would have been acquirable and receivable upon the exercise of this Warrant had as of the date of such Organic Change not taken place(without regard to any limitations on the exercise of this Warrant). In any such caseIf, prior to the exercise of this Warrant, the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (includinghave effected one or more stock split-ups, in the case of any such consolidation, merger stock dividends or sale in which the successor entity other increases or purchasing entity is other than the Company, an immediate adjustment reductions of the Stock Purchase Price to the value for the number of shares of its Common Stock reflected by the terms of such consolidationoutstanding without receiving reasonable compensation therefor in money, merger services, or saleproperty, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable subject to this Warrant shall, (i) if a net increase shall have been effected in the number of outstanding shares of Common Stock, be proportionately increased, and receivable upon exercise the cash consideration payable per share shall be proportionately reduced, and, (ii) if a net reduction shall have been effected in the number of outstanding shares of Common Stock, be proportionately reduced and the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may cash consideration payable per share be entitled to acquireproportionately increased.

Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets or other transaction, transaction in each case which is effected in such a way that the holders of Common Stock shares of common stock are entitled to receive (either directly or upon subsequent liquidation) equity stock, securities or assets with respect to or in exchange for shares of Common Stock, Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company will secure from the person or entity purchasing such assets or the successor resulting from such Organic Change (in each case, the “Acquiring Entity”) a written agreement (in form and substance satisfactory to the holders of Warrants representing at least two-thirds of the Shares issuable upon exercise of the Warrants then outstanding) to deliver to each holder of Warrants in exchange for such Warrants, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holders of the Warrants (including an adjusted warrant exercise price equal to the value for the Shares reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of Shares acquirable and receivable upon exercise of the Warrants without regard to any limitations on exercise, if the value so reflected is less than any applicable Warrant Price immediately prior to such consolidation, merger or sale). Prior to the consummation of any other Organic Change, the Warrant No. W-2 Company shall make appropriate provision (in form and substance satisfactory to Holderthe Holders of Warrants representing a majority of the Shares issuable upon exercise of the Warrants then outstanding) to insure that Holder shall each of the Holders of the Warrants will thereafter have the right to acquire and receive, receive in lieu of or in addition to (as the case may be) the shares of Common Stock Shares immediately theretofore acquirable issuable and receivable upon the exercise of this Warrantsuch Holder’s Warrants (without regard to any limitations on exercise), such sharesshares of stock, securities or assets as may be that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable Shares which would have been issuable and receivable upon the exercise of this such holder’s Warrant had as of the date of such Organic Change not taken place. In (without taking into account any such case, limitations or restrictions on the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions exercisability of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.Warrant No. W-2