EQUAL
TO THE PRODUCT OF THE AMOUNT BY WHICH THE EXERCISE PRICE OF THIS WARRANT WAS
DECREASED WITH RESPECT TO THE DISTRIBUTION PURSUANT TO THE TERMS OF THE
IMMEDIATELY PRECEDING PARAGRAPH (A) AND THE NUMBER OF WARRANT SHARES CALCULATED
IN ACCORDANCE WITH THE FIRST PART OF THIS PARAGRAPH (B).
5
4.
PURCHASE RIGHTS; ORGANIC CHANGE.
(A)
PURCHASE RIGHTS.
IN ADDITION TO ANY ADJUSTMENTS PURSUANT TO
SECTION 2 OR 3 ABOVE, IF AT ANY TIME THE COMPANY GRANTS, ISSUES OR SELLS ANY
OPTIONS (OTHER THAN OPTIONS ISSUED PURSUANT TO AN APPROVED STOCK PLAN),
CONVERTIBLE SECURITIES OR RIGHTS TO PURCHASE STOCK, WARRANTS, SECURITIES OR
OTHER PROPERTY PRO RATA TO THE RECORD HOLDERS OF ANY CLASS OF COMMON STOCK (THE
"PURCHASE RIGHTS"), THEN THE HOLDER WILL BE ENTITLED TO ACQUIRE, UPON THE TERMS
APPLICABLE TO SUCH PURCHASE RIGHTS, THE AGGREGATE PURCHASE RIGHTS WHICH SUCH
HOLDER COULD HAVE ACQUIRED IF SUCH HOLDER HAD HELD THE NUMBER OF SHARES OF
COMMON STOCK ACQUIRABLE UPON COMPLETE EXERCISE OF THIS WARRANT (WITHOUT REGARD
TO ANY LIMITATIONS ON THE EXERCISE OF THIS WARRANT) IMMEDIATELY BEFORE THE DATE
ON WHICH A RECORD IS TAKEN FOR THE GRANT, ISSUANCE OR SALE OF SUCH PURCHASE
RIGHTS, OR, IF NO SUCH RECORD IS TAKEN, THE DATE AS OF WHICH THE RECORD HOLDERS
OF COMMON STOCK ARE TO BE DETERMINED FOR THE GRANT, ISSUE OR SALE OF SUCH
PURCHASE RIGHTS.
(B)
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 HOLDERS OF COMMON STOCK ARE ENTITLED TO RECEIVE
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 (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).
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