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 recapitalizationIn case of any Organic Change, reorganizationHolder shall have the right thereafter to receive, reclassification, consolidation, merger, sale of all or substantially all upon exercise of the Company's assets or other transactionWarrant and at its option, in each case lieu of the Warrant Stock issuable upon such exercise prior to consummation of such Organic Change, the kind and amount of shares of stock, other securities, cash and property receivable (including cash, and including any right to select the consideration so receivable) upon the consummation of such Organic Change by a holder of that number of shares of Warrant Stock into which is effected in the Warrant was exercisable immediately prior to such Organic Change (including, on a way that pro rata basis, the cash, securities or property received by holders of Common Stock are entitled in any tender or exchange offer that is a step in such Organic Change), assuming such holder of Common Stock is not a Person with which Company consolidated or into which Company merged or which merged into Company or to receive (either directly which such sale or upon subsequent liquidation) equity transfer was made, as the case may be, or an affiliate of such a Person. In case securities or assets with respect property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Article IV shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation property. In case of any Organic Change, the Company successor or acquiring corporation (if other than Company) shall make appropriate provision (in form expressly assume the due and substance satisfactory to Holder) to insure that Holder shall thereafter have the right to acquire punctual observance and receive, in lieu performance of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable each covenant and receivable upon the exercise condition of this WarrantWarrant to be performed and observed by Company and all the obligations and liabilities hereunder, subject to such shares, securities or assets modifications as may be issued or payable with respect deemed appropriate (as determined by resolution of the Board) in order to or in exchange provide for the number adjustments of shares of Common Warrant Stock immediately theretofore acquirable and receivable upon exercise of for which this Warrant had such Organic Change not taken placeis exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article IV. 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 The foregoing provisions of this Section 4 and Section 3 hereof 4.7 shall thereafter be applicable similarly apply 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 acquiresuccessive 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 "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, 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. (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. (b) If adjustments have been made under Section 14(a) with respect to an event, the adjustments provided in Section 13 shall not apply to such event, and such event shall be deemed not to be an Organic Change. The provisions of this Section 14 shall apply to any successive Organic Change to the extent there are any outstanding 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 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 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. Any recapitalizationIn case of any Organic Change (or any other merger or consolidation to which Company is a party, reorganizationwhich for purposes of this Section 4.9 shall be deemed an Organic Change), reclassificationeach Holder shall have the right thereafter to receive, consolidation, merger, sale of all or substantially all upon exercise of the Company's assets or other transactionWarrant, in each case lieu of the Common Stock issuable upon such exercise prior to consummation of such Organic Change, the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Organic Change by a holder of that number of shares of Common Stock into which is effected in the Warrant was exercisable immediately prior to such Organic Change (including, on a way that pro rata basis, the cash, securities or property received by holders of Common Stock are entitled to receive (either directly in any tender or upon subsequent liquidation) equity exchange offer that is a step in such Organic Change). In case securities or assets with respect property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Article IV shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation property. In case of any Organic Change, the Company successor or acquiring corporation (if other than Company) shall make appropriate provision (in form expressly assume the due and substance satisfactory to Holder) to insure that Holder shall thereafter have the right to acquire punctual observance and receive, in lieu performance of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable each covenant and receivable upon the exercise condition of this WarrantWarrant to be performed and observed by Company and all the obligations and liabilities hereunder, subject to such shares, securities or assets modifications as may be issued or payable with respect deemed appropriate (as determined by resolution of the Board) in order to or in exchange provide for the number adjustments of shares of Common Stock immediately theretofore acquirable and receivable upon exercise for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article IV. For purposes of this Warrant had Section 4.9, uncommon stock of the successor or acquiring corporation" shall include stock of such Organic Change corporation of any class which is not taken place. In preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such casestock, either immediately or upon the Company shall make appropriate provision (in form arrival of a specified date or the happening of a specified event and substance satisfactory any warrants or other rights to Holder) with respect to Holder’s rights and interests to insure that the subscribe for or purchase any such stock. The foregoing provisions of this Section 4 and Section 3 hereof 4.8 shall thereafter be applicable similarly apply to the Warrant (includingsuccessive reorganizations, in the case reclassifications, mergers, consolidations or disposition 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 acquireassets.

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 recapitalizationIn case of any Organic Change, reorganizationHolder shall have the right thereafter to receive, reclassification, consolidation, merger, sale of all or substantially all upon exercise of the Company's assets or other transactionWarrant, in each case lieu of the Warrant Stock issuable upon such exercise prior to consummation of such Organic Change, the kind and amount of shares of stock, other securities, cash and property receivable (including cash, and including any right to select the consideration so receivable) upon the consummation of such Organic Change by a holder of that number of shares of Warrant Stock into which is effected in the Warrant was exercisable immediately prior to such Organic Change (including, on a way that pro rata basis, the cash, securities or property received by holders of Common Stock are entitled in any tender or exchange offer that is a step in such Organic Change), assuming such holder of Common Stock is not a Person with which Company consolidated or into which Company merged or which merged into Company or to receive (either directly which such sale or upon subsequent liquidation) equity transfer was made, as the case may be, or an affiliate of such a Person. In case securities or assets with respect property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Article IV shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation property. In case of any Organic Change, the Company successor or acquiring corporation (if other than Company) shall make appropriate provision (in form expressly assume the due and substance satisfactory to Holder) to insure that Holder shall thereafter have the right to acquire punctual observance and receive, in lieu performance of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable each covenant and receivable upon the exercise condition of this WarrantWarrant to be performed and observed by Company and all the obligations and liabilities hereunder, subject to such shares, securities or assets modifications as may be issued or payable with respect deemed appropriate (as determined by resolution of the Board) in order to or in exchange provide for the number adjustments of shares of Common Warrant Stock immediately theretofore acquirable and receivable upon exercise for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article IV. For purposes of this Warrant had Section 4.6, “common stock of the successor or acquiring corporation” shall include stock of such Organic Change corporation of any class which is not taken place. In preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such casestock, either immediately or upon the Company shall make appropriate provision (in form arrival of a specified date or the happening of a specified event and substance satisfactory any warrants or other rights to Holder) with respect to Holder’s rights and interests to insure that the subscribe for or purchase any such stock. The foregoing provisions of this Section 4 and Section 3 hereof 4.6 shall thereafter be applicable similarly apply 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 acquiresuccessive 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"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, 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 to another person or entity 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.” ” (i) In connection with any (x) bona fide sale of all or substantially all of the Company’s assets to an acquiring person or entity or (y) other Organic Change involving an arm’s length third party or parties following which the Company is not the surviving entity and as a result of which the then current stockholders of the Company will not, directly or indirectly own 50% or more of the surviving entity, the Company shall elect in its sole discretion: (A) to require that the Holder exercise this Warrant prior to the consummation of such Organic Change, and if not so exercised, that this Warrant shall terminate upon consummation of such Organic Change, or (B) to 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 reasonably satisfactory to the Holder) to deliver to the Holder, in exchange for this Warrant, a warrant of the Acquiring Entity (the “Replacement Warrant”) evidenced by a written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the Holder reflecting the adjustments required so as to preserve the value of the Warrant applicable at the Closing of the transaction, by the terms of the Replacement Warrant. The Replacement Warrant shall be exercisable for such number of shares of common stock or other securities of the Acquiring Entity as the Holder would have had the right to receive upon such Organic Change by a holder of the number of shares of Warrant Stock that such Holder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately prior to the effective date of such Organic Change without regard to any Beneficial Ownership Limitation or Maximum Percentage. The Company shall give the Holder written notice of such Organic Change at least twenty (20) days prior to the closing and consummation of such Organic Change (and shall give notice of record date pursuant to Section 5(a)). The terms of any agreement pursuant to which a Replacement Warrant may be issued shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 4(d) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Organic Change. (ii) Prior to the consummation of any Organic ChangeChange unless not required as contemplated in subsection (i) above, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holder) to insure ensure that the Holder shall 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 immediately theretofore acquirable and receivable upon 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 that 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, 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 Beneficial Ownership Limitation 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 acquireMaximum Percentage.

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 the Holder shall of this Warrant 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 Warrant, 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 the Holder had exercised this Warrant 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 to purchase the Corporation's Common Stock then outstanding) with respect to Holder’s rights and interests to insure that the provisions of this Section 4 and Section 3 hereof shall 3.6 will thereafter be applicable to the this 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 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 acquirable and receivable upon exercise of the this Warrant, 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 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 this Warrant shall remain in full force and effect following such an Organic Change. The provisions of this Section 3.6 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 ’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 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 recapitalizationThe Corporation shall not, reorganizationwithout the consent or affirmative vote of each Holder: (a) consummate an Organic Change (other than a transaction in which the Corporation is not the surviving entity as set forth in paragraph (b) below), reclassification, consolidation, merger, sale of all or substantially all unless lawful provision shall be made as part of the Company's assets or other transactionterms of the transaction effecting such Organic Change (i) whereby the terms hereof shall be modified, in each case which is effected in such a way without payment of any additional consideration by any Holder, so as to provide that upon the holders conversion of Common shares of Series A Preferred 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 following the consummation of any such Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure that a Holder shall 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 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 prior to the Organic Change), without payment of additional consideration therefor (except as would otherwise have been required by the terms of the Warrant, if the value so reflected is less than the Series A Preferred Stock Purchase Price as in effect prior to such Organic Change), such securities, cash and other property as such Holder would have received if such Holder had converted such shares of Series A Preferred Stock into Common Stock immediately prior to such consolidationOrganic Change, merger and (ii) so that all other terms (including the rights, preferences, privileges and powers of the Series A Preferred Stock and the holders thereof and the rights, preferences, privileges and powers of the Common Stock and issuable upon the conversion thereof and the holders thereof) hereof shall remain in full force and effect following such an Organic Change. The provisions of this subsection (a) shall similarly apply to successive Organic Changes of the character described in this subsection (a); or (b) enter into an Organic Change that is a transaction in which the Corporation is not the surviving entity unless lawful provision shall be made as part of the terms of such transaction whereby the surviving entity shall issue new securities (the "New Securities") to each Holder, without payment of any additional consideration by such Holder, with terms that provide that upon the conversion of the New Securities, the holder of such securities shall have the right to acquire and receive (in lieu of or salein addition to the shares of Common Stock acquirable and receivable prior to the Organic Change), without payment of additional consideration therefor (except as would otherwise have been required by the terms of the Series A Preferred Stock as in effect prior to such Organic Change), such securities, cash and other property as such Holder would have received if such Holder had converted such shares of Series A Preferred Stock into Common Stock immediately prior to such Organic Change. The certificate or articles of incorporation or other constituent document of the surviving entity shall provide for such adjustments which, for events subsequent to the effective date of such Organic Change, shall be equivalent to the adjustments provided for in Section B of this Article VII. All other terms of such New Securities shall be substantially equivalent to the terms provided herein (including the rights, preferences, privileges and powers of the Series A Preferred Stock and the holders thereof and the rights, preferences, privileges and powers of the common stock and the holders thereof issuable upon the conversion thereof). The Company provisions of this subsection (b) shall not effect any such consolidation, merger or sale, unless prior similarly apply to successive Organic Changes of the consummation thereof, the successor entity character described in this subsection (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 Holderb), 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.” " 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, 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. (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 caselimitations on the exercise of this Warrant). (b) If, 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 or stock dividends, in the case of any such consolidationsubdivision, merger consolidation or sale in which the successor entity reclassification, or purchasing entity is any other than the Company, an immediate adjustment increases or 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 recapitalizationIn case of any Organic Change, reorganizationHolder shall have the right thereafter to receive, reclassification, consolidation, merger, sale of all or substantially all upon exercise of the Company's assets or other transactionWarrant, in each case lieu of the Warrant Stock issuable upon such exercise prior to consummation of such Organic Change, the kind and amount of shares of stock, other securities, cash and property receivable (including cash, and including any right to select the consideration so receivable) upon the consummation of such Organic Change by a holder of that number of shares of Warrant Stock into which the Warrant was exercisable immediately prior to such Organic Change (including, on a pro rata basis, the cash, securities or property received by holders of Series D Preferred Stock in any tender or exchange offer that is effected a step in such Organic Change), assuming such holder of Series D Preferred Stock is not a way that Person with which Company consolidated or into which Company merged or which merged into Company or to which such sale or transfer was made, as the holders case may be, or an affiliate of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity such a Person. In case securities or assets with respect property other than Series D Preferred Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Article IV shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation property. In case of any Organic Change, the Company successor or acquiring corporation (if other than Company) shall make appropriate provision (in form expressly assume the due and substance satisfactory to Holder) to insure that Holder shall thereafter have the right to acquire punctual observance and receive, in lieu performance of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable each covenant and receivable upon the exercise condition of this WarrantWarrant to be performed and observed by Company and all the obligations and liabilities hereunder, subject to such shares, securities or assets modifications as may be issued or payable with respect deemed appropriate (as determined by resolution of the Board) in order to or in exchange provide for the number adjustments of shares of Common Warrant Stock immediately theretofore acquirable and receivable upon exercise of for which this Warrant had such Organic Change not taken placeis exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article IV. 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 The foregoing provisions of this Section 4 and Section 3 hereof 4.5 shall thereafter be applicable similarly apply 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 acquiresuccessive Organic Changes.

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 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. Any recapitalizationIn case of any Organic Change, reorganizationHolder shall have the right thereafter to receive, reclassification, consolidation, merger, sale of all or substantially all upon exercise of the Company's assets or other transactionWarrant, in each case lieu of the Warrant Stock issuable upon such exercise prior to consummation of such Organic Change, the kind and amount of shares of stock, other securities, cash and property receivable (including cash, and including any right to select the consideration so receivable) upon the consummation of such Organic Change by a holder of that number of shares of Warrant Stock into which is effected in the Warrant was exercisable immediately prior to such Organic Change (including, on a way that pro rata basis, the cash, securities or property received by holders of Common Stock are entitled in any tender or exchange offer that is a step in such Organic Change), assuming such holder of Common Stock is not a Person with which Company consolidated or into which Company merged or which merged into Company or to receive (either directly which such sale or upon subsequent liquidation) equity transfer was made, as the case may be, or an affiliate of such a Person. In case securities or assets with respect property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Article IV shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation property. In case of any Organic Change, the Company successor or acquiring corporation (if other than Company) shall make appropriate provision (in form expressly assume the due and substance satisfactory to Holder) to insure that Holder shall thereafter have the right to acquire punctual observance and receive, in lieu performance of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable each covenant and receivable upon the exercise condition of this WarrantWarrant to be performed and observed by Company and all the obligations and liabilities hereunder, subject to such shares, securities or assets modifications as may be issued or payable with respect deemed appropriate (as determined by resolution of the Board) in order to or in exchange provide for the number adjustments of shares of Common Warrant Stock immediately theretofore acquirable and receivable upon exercise for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article IV. For purposes of this Warrant had Section 4.6, "common stock of the successor or acquiring corporation" shall include stock of such Organic Change corporation of any class which is not taken place. In preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such casestock, either immediately or upon the Company shall make appropriate provision (in form arrival of a specified date or the happening of a specified event and substance satisfactory any warrants or other rights to Holder) with respect to Holder’s rights and interests to insure that the subscribe for or purchase any such stock. The foregoing provisions of this Section 4 and Section 3 hereof 4.6 shall thereafter be applicable similarly apply 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 acquiresuccessive Organic Changes.

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 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

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 liquidationa) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to Upon the consummation of an Organic Change (other than a transaction in which the Company is not the surviving entity), then lawful provision shall be made as part of the terms of such transaction whereby the terms of the Option shall be modified, without payment of any additional consideration by the Investor, so as to provide that upon the exercise of the Option following the consummation of such Organic Change, the Company Investor shall make appropriate provision (in form and substance satisfactory to Holder) to insure that Holder shall 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 immediately theretofore acquirable and receivable prior to the Organic Change), without payment of additional consideration therefor (except as would otherwise have been required by the terms of the Option as in effect prior to such Organic Change), such securities, cash and other property as the Investor would have received if it had exercised the Option immediately prior to such Organic Change. Lawful provision also shall be made as part of the terms of the Organic Change so that all other terms of the Option shall remain in full force and effect following such Organic Change. The provisions of this subsection (a) shall similarly apply to successive Organic Changes of the character described in this subsection (a). (b) The Company shall not enter into an Organic Change that is a transaction in which the Company is not the surviving entity unless lawful provision shall be made as part of the terms of such transaction whereby the surviving entity shall issue an option (the "New Option") to the Investor, without payment of any additional consideration by the Investor, with terms that provide that upon the exercise of this Warrantsuch option, such shares, securities or assets as may be issued or payable with respect to the Investor shall acquire and receive (in lieu of or in exchange for addition to 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 prior to the Warrant Organic Change), without payment of additional consideration therefor (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 except as would otherwise have been required 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 Option as in effect prior to such Organic Change), such securities, cash and other property as the Investor would have received if it had exercised the Option immediately prior to such consolidation, merger or sale)Organic Change. All other terms of the New Option shall be substantially equivalent to the terms of the Option. The Company provisions of this subsection (b) shall not effect any such consolidation, merger or sale, unless prior similarly apply to successive Organic Changes of the consummation thereof, the successor entity character described in of this subsection (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 Holderb), 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 recapitalizationThe Corporation shall not, reorganizationwithout the consent or affirmative vote of each Holder: (a) consummate an Organic Change (other than a transaction in which the Corporation is not the surviving entity as set forth in paragraph (b) below), reclassification, consolidation, merger, sale of all or substantially all unless lawful provision shall be made as part of the Company's assets or other transactionterms of the transaction effecting such Organic Change (i) whereby the terms hereof shall be modified, in each case which is effected in such a way without payment of any additional consideration by any Holder, so as to provide that upon the holders conversion of Common shares of Series B Preferred 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 following the consummation of any such Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure that a Holder shall thereafter have the right to acquire and receive, receive (in lieu of or in addition to (the shares of Class B Common Stock or Common Stock, 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 prior to the Warrant Organic Change), without payment of additional consideration therefor (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 except as would otherwise have been required by the terms of the Series B Preferred Stock as in effect prior to such consolidationOrganic Change), merger or salesuch securities, cash and a corresponding immediate adjustment in the number of other property as such Holder would have received if such Holder had converted such shares of Series B Preferred Stock into Class B Common Stock acquirable and receivable upon exercise of or Common Stock, as the Warrantcase may be, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidationOrganic Change, merger and (ii) so that all other terms (including the rights, preferences, privileges and powers of the Series B Preferred Stock and the holders thereof and the rights, preferences, privileges and powers of the Common Stock and Class B Common Stock issuable upon the conversion thereof and the holders thereof) hereof shall remain in full force and effect following such an Organic Change. The provisions of this subsection (a) shall similarly apply to successive Organic Changes of the character described in this subsection (a); or (b) enter into an Organic Change that is a transaction in which the Corporation is not the surviving entity unless lawful provision shall be made as part of the terms of such transaction whereby the surviving entity shall issue new securities (the "New Securities") to each Holder, without payment of any additional consideration by such Holder, with terms that provide that upon the conversion of the New Securities, the holder of such securities shall have the right to acquire and receive (in lieu of or salein addition to the shares of Class B Common Stock or Common Stock, as the case may be, acquirable and receivable prior to the Organic Change), without payment of additional consideration therefor (except as would otherwise have been required by the terms of the Series B Preferred Stock as in effect prior to such Organic Change), such securities, cash and other property as such Holder would have received if such Holder had converted such shares of Series B Preferred Stock into Class B Common Stock or Common Stock, as the case may be, immediately prior to such Organic Change. The certificate or articles of incorporation or other constituent document of the surviving entity shall provide for such adjustments which, for events subsequent to the effective date of such Organic Change, shall be equivalent to the adjustments provided for in Section B of this Article VII. All other terms of such New Securities shall be substantially equivalent to the terms provided herein (including the rights, preferences, privileges and powers of the Series B Preferred Stock and the holders thereof and the rights, preferences, privileges and powers of the common stock and the holders thereof issuable upon the conversion thereof). The Company provisions of this subsection (b) shall not effect any such consolidation, merger or sale, unless prior similarly apply to successive Organic Changes of the consummation thereof, the successor entity character described in this subsection (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 Holderb), 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 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.