Common use of Adjustment of Conversion Price Clause in Contracts

Adjustment of Conversion Price. (a) In case the Company shall at any time issue shares of Common Stock for no consideration by way of dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conversion Price shall be adjusted as set forth in this section. (a) In case the event that the Company shall make any distribution of its assets upon or with respect to its shares of Common Stock, as a liquidating or partial liquidating dividend, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the state of incorporation of the Company, the Holder of this Convertible Note, upon the exercise of his right to convert after the record date for such distribution or, in the absence of a record date, after the date of such distribution, receive, in addition to the shares subscribed for, the amount of such assets (or, at the option of the Company, a sum equal to the value thereof at the time of distribution as determined by the Board of Directors in its sole discretion) which would have been distributed to the Holder if he had exercised his right to convert immediately prior to the record date for such distribution or, in the absence of a record date, immediately prior to the date of such distribution. (b) In case at any time issue the Company shall subdivide its outstanding shares of Common Stock for no consideration by way into a greater number of dividend or other distribution on shares, the outstanding Common Stock of the Company or subdivide or combine Current Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced and conversely, in case the outstanding shares of Common Stock of the CompanyCompany shall be combined into a smaller number of shares, the Current Conversion Price in effect immediately prior to such combination shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoingincreased. (c) In case of If any reorganization, recapitalization capital reorganization or reclassification of the Company capital stock of the Company, or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity corporation, or the sale, transfer or lease of all or substantially all of its assets to another corporation, shall be effected in such a way that the holder of shares of Common Stock shall be entitled to receive shares, securities or assets with respect to or in exchange for shares of Common Stock, then, as a result condition of which such reorganization, reclassification, consolidation, merger or sale, the Company is not the surviving entityor such successor or purchasing corporation, or in as the case of any sale of allmay be, or substantially all, of its property, shall execute an amendment to this Convertible Note providing that the Holder of this Convertible Note shall instead thereafter have the right pursuant to Section 5.1 thereafter and until the expiration of the period of convertibility to convert the outstanding Principal and Interest under this Convertible Note into the kind and amount of shares of stock or other shares, securities or property assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock into which the Holder would this Convertible Note might have had the right to convert this Note into been converted immediately prior to such reorganization, reclassification, consolidation, merger or sale, at subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. (d) Upon such adjustment of the Conversion Price pursuant to the provisions of this Section 3.06, the number of shares issuable upon conversion of this Convertible Note shall be adjusted to the nearest full amount by multiplying a price number equal to the Conversion Price then in effect pertaining immediately prior to this Note (such adjustment by the kind, amount and price number of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance shares of Common Stock or other securities pursuant issuable upon exercise of this Convertible Note immediately prior to such adjustment and dividing the acquisition product so obtained by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the adjusted Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conversion Price of Series A Preferred Stock shall be subject to adjustment from time to time as follows: (a1) In case If the Company shall at any time issue number of shares of Common Stock for no consideration outstanding at any time after the date hereof is increased by way of a stock dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the Companydate such payment is made or such change is effective, the Conversion Price of Series A Preferred Stock shall forthwith be proportionately appropriately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in so that the number of shares of Common Stock issuable upon on conversion pursuant to Section 5.1 of any shares of Series A Preferred Stock shall be made by reason increased in proportion to such increase of outstanding shares. (2) If the issuance in exchange for cash, property or services number of shares of Common Stock or outstanding at any securities convertible into, or exercisable or exchangeable for, time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, or carrying then, on the right effective date of such combination, the Conversion Price of Series A Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of any shares of Series A Preferred Stock shall be decreased in proportion to purchase any of the foregoingsuch decrease in outstanding shares. (c3) In case case, at any time after the date hereof, of any capital reorganization, recapitalization or any reclassification of the Company stock of the corporation (other than as a result of a stock dividend or subdivision, split-up or combination of shares), or the outstanding Common Stock or in the case of any consolidation or merger of the Company corporation with or into another entity as person (other than a result of consolidation or merger in which the Company corporation is the continuing entity and which does not the surviving entity, or result in any change in the case of any sale of all, or substantially all, of its propertyCommon Stock), the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note shares of Series A Preferred Stock shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and amount number of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock corporation or otherwise to which the Holder such holder would have had the right to convert this Note into been entitled if immediately prior to such reorganization, reclassification, consolidation, merger or salemerger, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock sale or other securities or property disposition such holder had converted its shares of Series A Preferred Stock into Common Stock. The provisions of this clause (3) shall similarly apply to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrarysuccessive reorganizations, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock reclassifications, consolidations, mergers, sales or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entitydispositions. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conversion Price and the number of Conversion Shares shall be adjusted from time to time as follows: (a) In case If the Company shall Corporation at any time issue shares of Common Stock for no consideration on or after the Closing Date subdivides (by way of dividend or other distribution on the outstanding Common Stock any stock split, stock dividend, recapitalization, reorganization, merger, amendment of the Company Certificate of Incorporation, scheme, arrangement or subdivide otherwise) one or combine the more classes of its outstanding shares of Common Stock into a greater number of the Companyshares, the Conversion Price shall forthwith in effect immediately prior to such subdivision will be proportionately decreased in reduced and the case number of such Conversion Shares will be proportionately increased. If the Corporation at any time on or after the Closing Date combines (by any stock split, stock dividend, distribution recapitalization, reorganization, merger, amendment of the Certificate of Incorporation, scheme, arrangement or subdivisionotherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, or the Conversion Price in effect immediately prior to such combination will be proportionately increased in and the case number of combination and, in either case, rounded up or down to the nearest one centConversion Shares will be proportionately decreased. An Any adjustment made pursuant to under this Section 5.2 9(a) shall become effective when such dividend, distribution, at the close of business on the date the subdivision or combination, as the case may be, is actually made or combination becomes effective. (b) No adjustment If and whenever on or after the Closing Date, the Corporation shall, by dividend, sale, merger, or otherwise, distribute to all or substantially all holders of its Common Stock (other than cash in the Conversion Price or in the number lieu of fractional shares), cash, shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason any class of the issuance in exchange for cashcapital stock, evidences of its indebtedness, assets, other property or services securities, but excluding Participating Dividends (any of such shares of Common Stock or any securities convertible intocapital stock, or exercisable or exchangeable forindebtedness, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities assets or property receivable upon that are not so excluded are hereinafter called the “Distributed Property”), then automatically, in each such reorganizationcase, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of adjusted based on the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. following formula: Adjusted Conversion Price = B x (d(C - FMV) Irrespective of any adjustments in / C) where “B” equals the Conversion Price, this Note and any replacement notes theretofore Price in effect immediately preceding the dividend or thereafter issued may continue to express the same price and number and kind distribution of shares as are stated in this Note.such Distributed Property;

Adjustment of Conversion Price. (a) In case The Conversion Price is subject to adjustment from time to time as set forth in this Section 2(e). Upon each adjustment pursuant to this Section 2(e), the Company Holder shall at any time issue thereafter be entitled to acquire upon Conversion the adjusted number of shares of Common Stock for no consideration by way of dividend or other distribution on the outstanding Common Stock of at such new Conversion Price. (i) If the Company at any time while this Note or any portion hereof remains outstanding shall split, subdivide or combine the outstanding shares of Common Stock of the CompanyStock, then the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution a split or subdivision, subdivision or proportionately increased in the case of combination and, in either case, rounded up or down to the nearest one centa combination. An Any adjustment made pursuant to this Section 5.2 subsection shall become effective when such dividend, distributionimmediately after the effective date of a split, subdivision or combination, as the case may be, is actually made or becomes effective. (bii) No adjustment If while this Note or any portion hereof remains outstanding, the holders of Common Stock shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall become entitled to receive, without payment therefore, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Note shall represent the Conversion Price or right to acquire upon Conversion, in addition to the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason Conversion and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the issuance in exchange for cash, property or services Company that such Holder would hold upon Conversion had it been the holder of shares record of the Common Stock issuable upon Conversion on the date hereof and had thereafter, during the period from the date hereof to and including the date of such Conversion, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 2(e). (iii) If the Company, at any time while this Note or any portion hereof remains outstanding by reclassification of securities convertible intoor otherwise, shall change any of the Common Stock as to which conversion rights under this Note exist into the same or exercisable a different number of securities of any other class or exchangeable forclasses, Common Stock, or carrying this Note shall thereafter represent the right to purchase any acquire upon Conversion of this Note such number and kind of securities as would have been issuable as the foregoingresult of such change with respect to the Common Stock that is subject to the conversion rights under this Note immediately prior to such reclassification or other change and the Conversion Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 2(e). (civ) In case If at any time while this Note or any portion hereof is outstanding there shall be in one or a series of any reorganizationtransactions (A) a reorganization (other than a combination, recapitalization reclassification, exchange or reclassification subdivision of the Company shares otherwise provided for herein), (B) a merger or the outstanding Common Stock or in the case of any consolidation or merger of the Company with or into another entity as a result of corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the case form of any securities, cash or otherwise, or (C) a sale or transfer of allthe Company's properties and assets as, or substantially allas, an entirety to any other person, then, as a part of its propertysuch reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note shall thereafter be entitled to receive upon Conversion of this Note, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount number of shares of stock or other securities or property receivable upon of the successor corporation resulting from such reorganization, reclassificationmerger, consolidation, merger sale or sale by transfer that a holder of the number shares deliverable upon Conversion of shares of Common Stock which the Holder this Note would have had the right been entitled to convert this Note into immediately prior to receive in such reorganization, reclassificationmerger, consolidation, merger sale or sale, at a price equal to transfer if the Conversion Price then in effect pertaining to Holder had converted this Note (the kindimmediately before such reorganization, amount and price of such stock merger, consolidation, sale or other securities or property to be transfer, all subject to subsequent further adjustment as provided in this Section 5.22(e). Notwithstanding anything contained herein The foregoing provisions of this subsection shall similarly apply to successive reorganizations, mergers, consolidations, sales and transfers and to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective corporation that are at the time receivable upon Conversion of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors.

Adjustment of Conversion Price. The Conversion Price shall be subject to adjustment as follows: (a) In case the Company shall at any time issue shares of Common Stock for no consideration by way of or from time to time (i) pay a dividend or make a distribution (other than a dividend or distribution paid or made to the holder of this Note in the manner provided in Section 4) on the outstanding Units in Units or other equity interests (which, for purposes of this Section 7.5 shall include, without limitation, any dividends or distributions in the form of options, warrants or other rights to acquire Units or other equity interests) of the Company, (ii) subdivide the outstanding Units into a larger number of Units, (iii) combine the outstanding Units into a smaller number of Units, (iv) issue any equity interest in a reclassification of the Units or (v) pay a dividend or make a distribution on the outstanding Common Stock of the Company Units in Units or subdivide other equity interests pursuant to a rights plan, "poison pill" or combine the outstanding shares of Common Stock of the Companysimilar arrangement, then, and in each such case, the Conversion Price in effect immediately prior to such event shall forthwith be proportionately decreased in adjusted (and any other appropriate actions shall be taken by the case Company) so that the holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of Units or other securities of the Company that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Note been converted immediately prior to the occurrence of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one centevent. An adjustment made pursuant to this Section 5.2 7.5(a) shall become effective when retroactively (i) in the case of any such dividend, dividend or distribution, subdivision to a date immediately following the close of business on the record date for the determination of holders of Units entitled to receive such dividend or combination, as distribution or (ii) in the case may beof any such subdivision, is actually made combination or becomes reclassification, to the close of business on the day upon which such corporate action become effective. (b) No adjustment In case the Company shall at any time or from time to time issue or sell Units (or securities convertible into or exchangeable for Units, or any options, warrants or other rights to acquire Units) (other than Units issued pursuant to the Company's Employee Unit Purchase Plan or any other employee or director option plan approved by the Board of Directors of the Managing General Partner), at a price per Unit less than the Current Market Price per Unit then in effect at the record date referred to in the following sentence (treating the price per share or unit of any security convertible or exchangeable or exercisable into Units as equal to (i) the sum of the price for such security convertible, exchangeable or exercisable into Units plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Units divided by (ii) the number of Units initially underlying such convertible, exchangeable or exercisable security), then, and in each such case, the Conversion Price or then in effect shall be adjusted by dividing the Conversion Price in effect on the day immediately prior to such record date by a fraction (x) the numerator of which shall be the sum of the number of shares Units outstanding on such record date plus the number of Common Stock issuable additional Units issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised) and (y) the denominator of which shall be the sum of the number of Units outstanding on such record date plus the number of Units which the aggregate consideration for the total number of such additional Units so issued (or into which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised plus the aggregate amount of any additional consideration initially payable upon conversion pursuant to Section 5.1 conversion, exchange or exercise of such security) would purchase at the Current Market Price per Unit on such record date. Such adjustment shall be made whenever such Units, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of holders of Units entitled to receive such Units, securities, options, warrants or other rights; PROVIDED, HOWEVER, that the determination as to whether an adjustment is required to be made pursuant to this Section 7.5(b) shall only be made upon the issuance of such Units or such convertible or exchangeable securities, options, warrants or other rights, and not upon the issuance of the security into which such convertible or exchangeable security converts or exchanges, or the security underlying such option, warrants or other right; PROVIDED, FURTHER, that if any convertible or exchangeable securities, options, warrants or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 7.5(b) shall have expired or terminated without the exercise thereof and/or if by reason of the issuance in exchange for cash, property or services terms of shares of Common Stock or any securities such convertible into, or exercisable or exchangeable forsecurities, Common Stockoptions, warrants or carrying other rights there shall have been an increase or increases, with the right passage of time or otherwise, in the price payable upon the exercise or conversion thereof, then the Conversion Price hereunder shall be readjusted (but to purchase no greater extent than originally adjusted with respect to the related event) on the basis of (x) eliminating from the computation any additional Units corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated, (y) treating the additional Units, if any, actually issued or issuable pursuant to the previous exercise of such convertible or exchangeable securities, options, warrants or other rights as having been issued for the consideration actually received and receivable therein and (z) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion on the foregoingbasis of such exercise or conversion price as shall be in effect at the time. (c) In case of the Company shall at any reorganizationtime or from time to time issue or sell Units or securities convertible into or exchangeable for Units, recapitalization or reclassification any options, warrants or other rights to acquire Units (other than Units and options to acquire Units, in each case issued pursuant to any stock option plan of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or saleCompany's Employee Unit Purchase Plan), at a price equal to per Unit less than the Conversion Price then in effect pertaining at the record date referred to in the following sentence (treating the price per share or unit of any security convertible or exchangeable or exercisable into Units as equal to (A) the sum of the price for such security convertible, exchangeable or exercisable into Units plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Units divided by (B) the number of Units initially underlying such convertible, exchangeable or exercisable security), then, and in each such case, the Conversion Price then in effect shall be adjusted, to the extent an adjustment is not made for any such issuance or sale pursuant to Section 7.5(b), by dividing the Conversion Price in effect on the day immediately prior to such record date by a fraction (x) the numerator of which shall be the sum of the number of Units outstanding on such record date plus the number of additional Units issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised) and (y) the denominator of which shall be the sum of the number of Units outstanding on such record date plus the number of Units which the aggregate consideration for the total number of such additional Units so issued (or into which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised plus the aggregate amount of any additional consideration initially payable upon conversion, exchange or exercise of such security) would purchase at the Conversion Price on such record date. Such adjustment shall be made whenever such Units, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of holders of Units entitled to receive such Units, securities, options, warrants or other rights; PROVIDED, HOWEVER, that the determination as to whether an adjustment is required to be made pursuant to this Note (Section 7.5(c) shall be made upon the kind, amount and price issuance of such stock Units or such convertible or exchangeable securities, options, warrants or other rights; PROVIDED, FURTHER, that if any convertible or exchangeable securities, options, warrants or other rights (or any portion thereof) which shall have given rise to an adjustment pursuant to this Section 7.5(c) shall have expired or terminated without the exercise thereof and/or if by reason of the terms of such convertible or exchangeable securities, options, warrants or other rights there shall have been an increase or increases, with the passage of time or otherwise, in the price payable upon the exercise or conversion thereof, then the Conversion Price hereunder shall be readjusted (but to no greater extent than originally adjusted with respect to the related event) on the basis of (x) eliminating from the computation any additional Units corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated, (y) treating the additional Units, if any, actually issued or issuable pursuant to the previous exercise of such convertible or exchangeable securities, options, warrants or other rights as having been issued for the consideration actually received and receivable therefor and (z) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion on the basis of such exercise or conversion price as shall be in effect at this time. (d) In case the Company shall at any time or from time to time distribute on or with respect to the Units (including any such distribution made in connection with a consolidation or merger in which the Company is the resulting or surviving corporation and the Units are not changed or exchanged) cash, evidences of Indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding (i) Regular Distributions, (ii) dividends and distributions paid or made to the holder of this Note in the manner provided in Section 4, and (iii) dividends payable in Units for which adjustment is made under Section 7.5(a)) or rights or warrants to subscribe for or purchase securities of the Company (excluding those referred to in Section 7.5(b) and 7.5(c)), then, and in each such case, the Conversion Price then in effect shall be adjusted by dividing the Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Units on the record date referred to below and (y) the denominator of which shall be such Current Market Price of the Units less the amount that a willing buyer would pay a willing seller in an arm's-length transaction at such time (as determined by the Board of Directors of the Managing General Partner) for the portion of the cash, evidences of Indebtedness, securities or property other assets so distributed or of such subscription rights or warrants applicable to one Unit (but such denominator not to be subject less than one); PROVIDED, HOWEVER, that no adjustment shall be made with respect to subsequent adjustment as provided any distribution of rights to purchase securities of the Company if the holder of this Note would otherwise be entitled to receive such rights upon conversion at any time of this Note into Units unless such rights are subsequently redeemed by the Company, in which case such redemption shall be treated for purposes of this Section 5.27.5(d) as a distribution on the Units. Such adjustment shall be made whenever any such distribution is made; PROVIDED, HOWEVER, that in the case of one or more distributions of cash or cash equivalents on or with respect to the Units ("Cash Distribution(s)") such adjustment shall be calculated not later than 45 days following the last day of the Calculation Period or Relevant Period (each as defined in Section 7.5(g)), as the case may be. The adjustment shall become effective retroactively to a date immediately following the close of business on the record date for the determination of holders of Units entitled to receive such distribution. (e) In case the Company at any time or from time to time shall take any action affecting the Units or its other equity interests, if any, other than an action described in any of Section 7.5(a) through Section 7.5(d), inclusive, or Section 7.9, then, and in each such case, the Conversion Price shall be adjusted in such manner and at such time as the Board of Directors of the Managing General Partner in good faith determines to be equitable in the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holders of the Notes). (f) Notwithstanding anything contained herein to the contrary, no adjustment under this Section 7.5 need be made to the Conversion Price (i) unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price then in effect or (ii) for issuances of Units to any or all of the Managing General Partner, the Administrative General Partner and Xxxxx solely for the purpose of maintaining their collective 1% interest in the Company. Any lesser adjustment shall be carried forward and shall be made by reason at the time of and together with the issuance next subsequent adjustment, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of Common Stock or other securities pursuant at least 1% of such Conversion Price. Any adjustment to the acquisition by Conversion Price carried forward and not theretofore made shall be made immediately prior to the Company conversion of all or substantially all of the stock, other securities or property of any other entitythis Note pursuant hereto. (dg) Irrespective For purposes of any adjustments this Agreement, a "Regular Distribution" shall mean a Cash Distribution in an amount that, when added to the amount of all other Cash Distributions made during the 12-month period ending on the last day of the fiscal quarter of the Company in which such Cash Distribution is made (or, if this Note has been outstanding for a period shorter than 12 months, the period from the first day of the fiscal quarter in which this Note was issued to the last day of such fiscal quarter) (the "CALCULATION PERIOD"), does not exceed sixty percent (60%) of the income of the Company during the Calculation Period that, if the Calculation Period were a calendar year, would be subject, in the Conversion Pricehands of the holders of Units, to U.S. federal income tax applicable to the Calculation Period. For the purposes of this Agreement, "Relevant Period" shall mean the 12 month period ending on such last day (or, if this Note and any replacement notes theretofore or thereafter has been outstanding for a period shorter than 12 months, the period from the first day of the fiscal quarter in which the Note was issued may continue to express the same price and number and kind of shares as are stated in this Notesuch last day).

Adjustment of Conversion Price. (ai) In case If the Company shall at (A) pay a dividend or other distribution, in Common Stock, on any time issue class of capital stock of the Company, (B) subdivide the outstanding Common Stock into a greater number of shares by any means or (C) combine the outstanding Common Stock into a smaller number of shares by any means (including, without limitation, a reverse stock split) (any such event being an “ADJUSTMENT EVENT”), then in each such case the Conversion Price shall be decreased or increased as follows: the adjusted Conversion Price shall be equal to the Conversion Price in effect immediately prior to the effective date of the Adjustment Event, multiplied by a fraction whose numerator is the number of shares of Common Stock for no consideration by way of dividend or other distribution on issued and outstanding immediately prior to such effective date, and whose denominator is the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case number of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one centshares outstanding immediately after such effective date. An adjustment made pursuant to this Section 5.2 SECTION 8(d)(i) shall become effective when immediately after the record date for the determination of stockholders entitled to receive such dividend, distribution, dividend or distribution and shall become effective immediately after the effective date of such subdivision or combination, as the case may be, is actually made or becomes effective. (bii) No adjustment in the Conversion Price or in the number The provisions of shares of Common Stock issuable upon conversion pursuant this SECTION 8(d) shall similarly apply to Section 5.1 shall be made by reason all successive events of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided type described in this Section 5.2SECTION 8(d). Notwithstanding anything contained herein to the contrary, no adjustment in the Conversion Price shall be required unless cumulative adjustments would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments which by reason of this SECTION 8(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this SECTION 8 shall be made by the Company and shall be made to the nearest cent and the Company shall be entitled to rely conclusively thereon. Notwithstanding anything contained in this SECTION 8(d) to the contrary, the Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by this SECTION 8(d), if the Board of Directors of the Company has made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. Except as provided in this SECTION 8, no adjustment in the Conversion Price will be made for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase Common Stock or any securities so convertible or exchangeable. In addition, no adjustment in the Conversion Price shall be made by reason in the event of the issuance of Common Stock upon the conversion or exercise of options, preferred stock or warrants of the Company outstanding on the date hereof, unless the conversion or exercise price thereof is changed after the date hereof (other securities than solely by operation of the anti-dilution provisions hereof); or pursuant to the acquisition employee stock option or stock ownership plans, duly adopted by the Company of all or substantially all of the stock, other securities or property of any other entityCompany. (diii) Irrespective of any adjustments in Whenever the Conversion PricePrice is adjusted as provided herein, this Note the Company shall promptly provide Lender with written notice of such adjustment setting forth the Conversion Price in effect after such adjustment and any replacement notes theretofore or thereafter issued may continue to express setting forth a brief statement of the same price and number and kind of shares as are stated in this Notefacts requiring such adjustment.

Adjustment of Conversion Price. (ai) In case If at any time the Company shall at any time issue shares of Common Stock for no consideration by way of dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on the Common Stock payable in additional shares of Common Stock, then the Conversion Price, as then in effect, shall be proportionately reduced. If the Company shall combine its outstanding Shares into a lesser number of Shares, then the Conversion Price, as then in effect, shall be proportionately increased. (ii) If any reorganization or reclassification of the capital stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or the sale, transfer or lease of all or substantially all of the Company’s assets to another entity, shall be effected in such a way that a holder of shares of Common Stock shall be entitled to receive shares, securities or assets with respect to or in exchange for such shares of Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the Company or such successor or purchasing entity, as the case of any sale of allmay be, or substantially all, of its property, shall execute an amendment to this Note providing that the Holder shall instead thereafter have the right pursuant to Section 5.1 during the period of convertibility of this Note to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other shares, securities or property assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock into which the Holder would this Note, if then convertible, might have had the right to convert this Note into been converted immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal subject to adjustments to the Conversion Price then in effect pertaining which shall be as nearly equivalent as may be practicable to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as adjustments provided for in this Section 5.23(d). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a1) In case The Conversion Price in effect at any date shall be subject to adjustment from time to time as provided in this Section 5.4. (2) If the Company shall Corporation at any time issue shares after the date hereof subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding Common Shares into a greater number of Common Stock for no consideration Shares, any Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Corporation at any time after the date hereof consolidates (by way of dividend combination, reverse stock split or other distribution on the otherwise) its outstanding Common Stock of the Company or subdivide or combine the outstanding shares Shares into a smaller number of Common Stock of the CompanyShares, the any Conversion Price shall forthwith in effect immediately prior to such consolidation will be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one centincreased. An Any adjustment made pursuant to under this Section 5.2 5.4(2) shall become effective when such dividend, distribution, at the close of business on the date the subdivision or combination, as the case may be, is actually made or consolidation becomes effective. (3) If at any time after the date hereof there occurs: (a) a reclassification or redesignation of the Common Shares, any change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than transactions covered by Section 5.4(2); (b) No adjustment in the Conversion Price a consolidation, amalgamation or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason merger of the issuance in exchange for cash, property Corporation with or services of shares of Common Stock or into any securities convertible intoother body corporate, or exercisable plan of arrangement involving the Corporation, which results in a reclassification or exchangeable for, Common Stock, or carrying the right to purchase any redesignation of the foregoing.Common Shares or a change or exchange of the Common Shares into other shares or securities; or (c) In case of any reorganization, recapitalization or reclassification the transfer of the Company undertaking or the outstanding Common Stock or in the case of any consolidation or merger assets of the Company with Corporation as an entirety or substantially as an entirety to another entity corporation or entity; (any of such events being herein called a “Capital Reorganization”), after the effective date of the Capital Reorganization: (d) the Lender will be entitled to receive upon Conversion, in lieu of the number of Common Shares to which the Lender was theretofore entitled upon the Conversion, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Lender would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Lender had been the registered holder of the number of Common Shares to which the Company is not Lender was theretofore entitled to receive upon the surviving entityConversion; and (e) the Conversion Price shall, or on the effective date of the Capital Reorganization, be adjusted by multiplying the Conversion Price in effect immediately prior to such Capital Reorganization by the number of Common Shares purchasable pursuant to the Conversion immediately prior to the Capital Reorganization, and dividing the product thereof by the number of successor securities determined in Section 5.4(3)(d) above. If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the case application of the provisions of the Agreement with respect to the rights and interest thereafter of the Lender to the end that the provisions of the Agreement will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable thereafter deliverable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal Conversion. (4) If any question arises with respect to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as adjustments provided in this Section 5.2). Notwithstanding anything contained herein 5.4, such question shall be conclusively determined by a firm of chartered accountants (who may be the Corporation's auditors) appointed by the Corporation and acceptable to the contrary, no adjustment Lender. Such chartered accountants shall be given access to all necessary records of the Conversion Price Corporation and their determination shall be made by reason of binding upon the issuance of Common Stock or other securities pursuant to Corporation and the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entityLender. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case The conversion price is subject to adjustment if the Company shall at any time issue shares pays to the holders of its Common Stock for no consideration by way of a dividend or other distribution on the outstanding in Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in and the number of shares of Common Stock issuable upon the conversion pursuant to Section 5.1 of the Notes shall be made by reason proportionately increased, effective as of the issuance close of business on the Record Date for determination of the holders of the Common Stock entitled to the dividend. If the Company at any time subdivides or combines in exchange for casha larger or smaller number of shares its outstanding shares of Common Stock, property or services then the number of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying issuable upon the right to purchase any conversion of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or Notes shall be proportionately increased in the case of a subdivision and decreased in the case of a combination, effective in either case at the close of business on the date that the subdivision or combination becomes effective. In the Case of any reclassification of the Common Stock, any consolidation of the Company with, or merger of the Company with another into any other entity, any merger of any entity as a result of which into the Company is (other than a merger which does not the surviving entityresult in any reclassification, conversion, exchange or in the case cancellation of outstanding shares of Common Stock), any sale sales or transfer of all, all or substantially allall of the assets of the Company or any compulsory share exchange whereby the Common Stock is converted into other securities, of its cash or other property, then provision shall be made such that the Holder holders of the Notes shall instead thereafter have the right pursuant to Section 5.1 thereafter, during the period that the shares shall be convertible, to convert the outstanding Principal and Interest under this Note shares only into the kind and amount of shares of stock or securities, cash and other securities or property receivable upon such reorganization, reclassification, consolidation, merger merger, sale, transfer or sale share exchange by a holder of the number of shares of Common Stock into which the Holder would have had the right to convert this Note into Notes might be converted immediately prior to such reorganization, reclassification, consolidation, merger or merger, sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock transfer or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entityshare exchange. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case the Company shall at any time issue shall: (1) declare a dividend of Common Stock on its Common Stock, (2) subdivide outstanding Common Stock into a larger number of shares of Common Stock for no consideration by way of dividend reclassification, stock split or other distribution on the otherwise, (3) combine outstanding Common Stock into a smaller number of the Company or subdivide or combine the outstanding shares of Common Stock by reclassification or otherwise, or (4) take any of the Companyactions set forth in the prior clauses (1) through (3) above with respect to the Series C Preferred Stock, then, to the extent appropriate adjustment of the foregoing is not reflected through the terms of the Certificate of Incorporation, the number of shares of preferred stock or other capital stock issuable upon conversion of this Note immediately prior to any such event shall be adjusted proportionately so that thereafter the holder of this Note shall be entitled to receive upon a conversion of this Note the number of shares of preferred stock or other capital stock which such holder would have owned after the happening of any of the events described above had this Note been converted immediately prior to the happening of such event, provided that the Conversion Price shall forthwith in no event be proportionately decreased reduced to less than the par value of the shares issuable upon conversion. In each such case in clauses (1), (2), (3) or (4), the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 2(a)(iii) shall become effective when such dividend, distribution, immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. In case the Company proposes to take any action referred to in this Section 2(a)(iii), or to effect the liquidation, dissolution or winding up of the Company, then the Company shall cause notice thereof to be mailed to the registered holder of this Note, at such holder’s address appearing in the Note Register, at least twenty (20) days prior to the date on which the transfer books of the Company shall close or a record be taken for such stock dividend or the date when such reclassification, liquidation, dissolution or winding up shall be effective, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case The Conversion Price and the Company shall number of shares deliverable upon the conversion of this Note will be subject to adjustment in the event and in the manner following: (i) Other than pursuant to the Share Consolidation, if and whenever the shares at any time issue outstanding are subdivided into a greater or consolidated into a lesser number of shares of Common Stock for no consideration by way of dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith will be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, proportionately as the case may be, is actually made ; upon any such subdivision or becomes effective. (b) No adjustment in the Conversion Price or in consolidation the number of shares of Common Stock issuable deliverable upon the conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property Note will be increased or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying decreased proportionately as the right to purchase any of the foregoingcase may be. (cii) In case of any reorganization, recapitalization capital reorganization or of any reclassification of the capital of the Company or the outstanding Common Stock or in the case of any consolidation the consolidation, merger or merger amalgamation of the Company with another entity or into any other Company (hereinafter collectively referred to as a result of which "Reorganization"), each Note will after such Reorganization confer the Company is not the surviving entityright, or in the case of any sale of allon due conversion, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of acquire the number of shares or other securities of Common Stock the Company (or of the Company's resulting from such Reorganization) which the Holder would have been entitled to upon Reorganization if the Holder had been a shareholder at the right time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this section 2.2 relating to convert the rights and interest thereafter of the Holders so that the provisions of this section will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the conversion of the Note. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause. (iii) In case of a spin-off transaction involving one or more of the Company’s wholly owned subsidiaries, in consideration of one U.S. dollar (US$1.00) to be paid to each subsidiary subject to the spin-off, and for the consideration of advancing the principal sum of this Note into immediately to the Company, and for consideration of releasing its security interest pursuant to this Note in the assets of the Company, including the shares of the Company’s subsidiaries held by the Company at the time of closing such spin-off transaction, and other good and valuable consideration, the Holder will receive a secured convertible debt instrument from each such subsidiary in the same principal amount and convertible at the same price per share of such subsidiary, and otherwise in form and substance largely identical to this Note which may be in the form of a converted value or new instrument with a conversion right which will be approved prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition agreed action by the Company of all or substantially all of the stock, other securities or property of any other entityNote holder. (div) Irrespective of any The adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated provided for in this Notesection 2.2 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Conversion Price. (a) In case the event the Company (i) declares any dividend on its Common Stock in shares of its capital stock, (ii) subdivides the outstanding shares of its Common Stock into a larger number of shares, (iii) combines the outstanding shares of its Common Stock into a smaller number of shares, or (iv) issues by reclassification of its Common Stock any shares of its capital stock (including any reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the conversion price in effect on the record date for such dividend or on the effective date of such subdivision, combination or reclassification shall at be proportionately adjusted so that the record holder of this Note shall be entitled to receive the kind and amount of shares which such holder would have owned or have been entitled to receive had this Note been converted immediately prior to such date. Such adjustment shall be made successively whenever any time issue event listed above shall occur. If, as a result of an adjustment made hereunder, the holder of shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock for no consideration by way and other capital stock of dividend or other distribution on the outstanding Common Stock Company, the Board of Directors of the Company (the "Board") shall determine the allocation of the adjusted conversion price between shares of such classes of capital stock or subdivide shares of Common Stock and other capital stock. (b) After each adjustment of the conversion price pursuant to this Section 2.4, the Company will promptly prepare a certificate signed by the President, and by the Secretary or combine an Assistant Secretary of the Company setting forth the conversion price as so adjusted, and a brief statement of the facts accounting for such adjustment. The Company will promptly cause a brief summary thereof to be sent by to the record holder of this Note. No failure to give such notice nor any defect therein or in the giving thereof shall affect the validity thereof except as to the holder to whom the Company failed to give such notice or except as to the holder whose notice was defective. The affidavit of the Secretary or an Assistant Secretary of the Company that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (c) As used in this Section 2.4, the term "Common Stock" shall mean and include the Company's Common Stock authorized on the date hereof and shall also include any capital stock of any class of the Company thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Company; provided, however, that the shares issuable upon conversion of this Note shall include only shares of such class designated in the Company's Certificate of Incorporation as common Stock on the date the Notes were first issued or in the case, pursuant to Section 2.4(a) hereof, (i) of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 2.4(a) hereof, the stock, securities or property provided for in such Section 2.4(a), or (ii) in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon the conversion of the Company, the Conversion Price shall forthwith be proportionately decreased this note as a result of a subdivision or combination or consisting of a change in the case of such dividend, distribution or subdivisionpar value, or increased in the case of combination andfrom par value to no par value,or from no par value to par value, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property as so reclassified or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoingchanged. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and may be subject to adjustment from time to time as set forth therein. Whenever the Conversion Price is so adjusted, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officers' Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. SECTION 1505. Continuation of Conversion Privilege in Case of Merger, Consolidation or Sale of Assets. If any of the following shall occur, namely: (a) In case the Company shall at any time issue shares reclassification or change of Common Stock for no consideration by way of dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance any Securities (other than a change in exchange for cash, property or services of shares of Common Stock or any securities convertible intopar value, or exercisable or exchangeable for, Common Stockfrom par value to no par value, or carrying the right from no par value to purchase any par value, or as a result of the foregoing. a subdivision or combination), (cb) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity or into any other Person, or the merger of any other Person with or into the Company (other than a merger which does not result in any reclassification, change, conversion, exchange or cancellation of outstanding shares of Common Stock) or (c) any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety, then the Company, or such successor or purchasing entity, as the case may be, shall, as a result of which the Company is not the surviving entitycondition precedent to such reclassification, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassificationchange, consolidation, merger merger, conveyance, transfer or sale by lease, execute and deliver to the Trustee a holder of the number of shares of Common Stock which supplemental indenture providing that the Holder would of each Security then outstanding shall have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.such

Adjustment of Conversion Price. (a) In Except as hereinafter provided, in case the Company Intersolv shall at any time after the date hereof issue or sell any shares of Intersolv Common Stock, for a consideration per share less than the conversion price in effect immediately prior to the issuance or sale of such shares, or without consideration, then, and thereafter successively upon each such issuance or sale, the conversion price in effect immediately prior to such issuance or sale shall forthwith be reduced to a price determined by dividing (i) an amount equal to (X) the total number of shares of Intersolv Common Stock outstanding immediately prior to such issuance or sale multiplied by the conversion price in effect immediately prior to such issuance or sale, plus (Y) the consideration, if any, received by Intersolv upon such issuance or sale, by (ii) the total number of shares of Intersolv Common Stock outstanding immediately after such issuance or sale. For the purposes of any computation to be made in accordance with the provisions of this paragraph (a), the following shall be applicable: (i) In case of the issuance or sale of shares of Intersolv Common Stock for no a consideration part or all of which shall be cash, the amount of the cash consideration therefor shall be deemed to be the amount of cash received by Intersolv for such shares (or, if such shares of Intersolv Common Stock are offered by Intersolv for subscription, the subscription price, or, if shares of Intersolv Common Stock shall be sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price) before deducting therefrom any commissions or other expenses paid or incurred by Intersolv for any underwriting of, or otherwise in connection with the issuance of such shares; (ii) In case of the issuance or sale of shares of Intersolv Common Stock for a consideration part or all of which shall be other than cash (otherwise than as a dividend or other distribution on any shares of Intersolv Common Stock or on conversion or exchange of other securities of Intersolv or upon acquisition of the assets or securities of another company or upon merger or consolidation with another entity), the amount of consideration therefor other than cash shall be the value of such consideration (as determined in good faith by the Board of Directors of Intersolv) as of the date of the issuance or sale of the shares of Intersolv Common Stock, irrespective of any accounting treatment. The reclassification of securities other than Intersolv Common Stock into Intersolv Common Stock shall be deemed to involve the issuance for a consideration other than cash of such Intersolv Common Stock immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such Intersolv Common Stock; (iii) In case of the issuance of shares of Intersolv Common Stock upon conversion or exchange of any obligations or of any securities of Intersolv that shall be convertible into or exchangeable for shares of Intersolv Common Stock or upon the exercise of rights or options to subscribe for or to purchase shares of Intersolv Common Stock (other than upon conversion of the Notes), the amount of consideration received by Intersolv for such shares of Intersolv Common Stock shall be deemed to be the sum of (A) the amount of the consideration received by Intersolv upon the original issuance of such obligations, shares, rights or options, as the case may be, plus (B) the consideration, if any, other than such obligations, shares, rights or options, received by Intersolv upon such conversion, exchange, or exercise except in adjustment of interest and dividends. The amount of the consideration received by Intersolv upon the original issuance of the obligations, shares, rights or options so converted, exchanged or exercised and the amount of the consideration, if any, other than such obligations, shares, rights or options, received by Intersolv upon such conversion, exchange or exercise shall be determined in the same manner provided in subparagraphs (i) and (ii) above with respect to the consideration received by Intersolv in case of the issuance of shares of Intersolv Common Stock; if such obligations, shares, rights or options shall have been issued as a dividend upon any securities of Intersolv, the amount of the consideration received by Intersolv upon the original issuance thereof shall be deemed to be zero. In case of the issuance of shares of Intersolv Common Stock upon conversion of all or a portion of Notes, Intersolv shall be deemed to have received the conversion price then in effect as the consideration for each share of Intersolv Common Stock so issued; (iv) If Intersolv issues Intersolv Common Stock upon acquisition by Intersolv of the assets or securities of another company or upon merger or consolidation of Intersolv with another entity (except for a consolidation or merger referred to in Section 10.6 hereof), the consideration therefor received by Intersolv for such issuance shall be deemed to equal the cash paid and "market value" of the securities issued by Intersolv. "Market value" of securities issued shall be the lesser of the market value of the securities on the date an agreement in principle with respect to such merger, consolidation or purchase is reached among the parties or the date the agreement of consolidation, merger or purchase is executed. For purposes hereof, "market value" shall be determined in good faith by the Board of Directors of Intersolv; (v) Shares of Intersolv Common Stock issuable by way of dividend or other distribution on any securities of Intersolv shall be deemed to have been issued and to be outstanding at the outstanding close of business on the record date fixed for the determination of security holders entitled to receive such dividend or other distribution and shall be deemed to have been issued without consideration. Shares of Intersolv Common Stock issued otherwise than as a dividend, shall be deemed to have been issued and to be outstanding at the close of business on the date of issue; (vi) The number of shares of Intersolv Common Stock at any time outstanding shall not include any shares then owned or held by or for the account of Intersolv, but shall include the aggregate number of shares deliverable in respect of options, rights and convertible and exchangeable securities at all times while such options, rights or securities remain outstanding and unexercised, unconverted or unexchanged, as the case may be, and thereafter to the extent such options, rights or securities have been exercised, converted or exchanged; (vii) No adjustment shall be made to the conversion price in effect in the case of the Company issuance or exercise of options granted or which may be granted under Intersolv's and its subsidiaries' employee stock option plans; and (viii) No adjustment shall be made to the conversion price then in effect in case of the issuance of shares of Intersolv Common Stock upon conversion or exchange of any obligations or of any securities of Intersolv that shall be convertible into or exchangeable for shares of Intersolv Common Stock or upon the exercise of rights or options to subscribe for or to purchase shares of Intersolv Common Stock for which an adjustment in the conversion price has previously been made in accordance with paragraph (b) of this Section 10.4. (b) In case Intersolv shall at any time after the date hereof issue options or rights to subscribe for shares of Intersolv Common Stock, or issue any securities convertible into or exchangeable for shares of Intersolv Common Stock otherwise than as contemplated by Section 10.4(a)(vii) or pursuant to Section 10.5 hereof, for a consideration per share less than the conversion price in effect immediately prior to the issuance of such options or rights or convertible or exchangeable securities, or without consideration, the conversion price in effect immediately prior to the issuance of such options or rights or securities shall be reduced to a price determined by making a computation in accordance with the provisions of clause (a) of this Section 10.4, provided that: (i) the aggregate maximum number of shares of Intersolv Common Stock delivered under such options or rights shall be considered to have been delivered at the time such options or rights were issued, and for a consideration equal to the minimum purchase price per share of Intersolv Common Stock provided for in such options or rights, plus the consideration (determined in the same manner as consideration received on the issue or sale of Intersolv Common Stock), if any, received by Intersolv for such options or rights; (ii) the aggregate maximum number of shares of Intersolv Common Stock deliverable upon conversion of or exchange for any such securities shall be considered to have been delivered at the time of issuance of such securities, and for a consideration equal to the consideration (determined in the same manner as consideration received on the issue or sale of Intersolv Common Stock) received by Intersolv for such securities, plus the consideration, if any, to be received by Intersolv upon the exchange or conversion thereof; and (iii) on the expiration of such options or rights, or an increase in the minimum exercise price thereof, or a decrease in the maximum number of shares of Intersolv Common Stock deliverable upon exercise or conversion of such options, rights or convertible or exchangeable securities pursuant to the terms thereof (and not as a result of exercise or conversion), or the termination of such right to convert or exchange, the conversion price then in effect shall forthwith be readjusted to such conversion price as would have obtained had the adjustments made upon the issuance of such options, rights or convertible or exchangeable securities been made upon the basis of the delivery of only the number of shares of Intersolv Common Stock (A) actually deliverable upon the exercise of such options or rights or upon conversion or exchange of such securities, or (B) deliverable by reason of such increase in price or decrease in number of shares. (c) In case Intersolv shall at any time subdivide or combine the outstanding shares of Intersolv Common Stock of the CompanyStock, the Conversion Price conversion price in effect shall forthwith be proportionately decreased in the case of such dividend, distribution the subdivision or subdivision, or proportionately increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An Any such adjustment made pursuant to this Section 5.2 shall become effective when at the close of business on the date that such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes combination shall become effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (ai) In case the Company shall at any time issue shall: (A) declare a dividend of Series D Preferred on its Series D Preferred, (B) subdivide outstanding Series D Preferred into a larger number of shares of Common Stock for no consideration Series D Preferred by way reclassification, stock split or otherwise, or (C) combine outstanding Series D Preferred into a smaller number of dividend shares of Series D Preferred by reclassification or other distribution on otherwise, the outstanding Common Stock number of shares of Series D Preferred issuable upon conversion of this Note immediately prior to any such event shall be adjusted proportionately so that thereafter the holder of this Note shall be entitled to receive upon conversion of this Note the number of shares of Series D Preferred which such holder would have owned after the happening of any of the Company or subdivide or combine events described above had this Note been converted immediately prior to the outstanding shares happening of Common Stock of the Companysuch event, provided that the Conversion Price shall forthwith in no event be proportionately decreased in reduced to less than the case par value of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one centshares issuable upon conversion. An adjustment made pursuant to this Section 5.2 2(c) shall become effective when such dividend, distribution, subdivision or combination, as immediately after the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or record date in the case of any consolidation a dividend and shall become effective immediately after the effective date in the case of a subdivision or merger combination. (ii) If, prior to maturity of this Note, the Company shall at any time consolidate or merge with another entity as corporation (other than a result of merger or consolidation in which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its propertycorporation), the Holder shall instead registered holder hereof will thereafter have be entitled to receive, upon the right pursuant to Section 5.1 to convert conversion hereof, the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by to which a holder of the number of shares of Common Stock which Series D Preferred then deliverable upon the Holder conversion hereof would have had been entitled upon such consolidation or merger, and the right Company shall take such steps in connection with such consolidation or merger as may be necessary to convert this Note into immediately prior ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other any securities or property to be subject to subsequent adjustment as provided thereafter deliverable upon the conversion of this Note. (iii) If the Company shall sell equity securities in this Section 5.2). Notwithstanding anything contained herein a capital raising transaction or engage in any other transaction that is material to the contraryCompany, no adjustment then the Company and Banyan shall determine in good faith the fair market value per share of Series D Preferred immediately following such transaction based, if applicable, upon the actual or implied value of the Company in such transaction. The Conversion Price shall be made adjusted to reflect such fair market value; provided, however, that such adjusted Conversion Price shall apply only to -------- ------- amounts advanced by reason of the issuance of Common Stock or other securities pursuant Banyan hereunder subsequent to the acquisition such transaction and shall not apply to amounts advanced by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Banyan hereunder prior to such transaction. The Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue Price applicable to express the same price and number and kind of shares as are stated in this Note.each advance hereunder shall be set forth on Schedule I.

Adjustment of Conversion Price. (a1) In case the Company Guarantor shall at any time issue (i) declare a dividend payable in its Common Stock; (ii) subdivide its outstanding capital stock into a larger number of shares by reclassification, stock split or otherwise; or (iii) combine its outstanding capital stock into a smaller number of Common Stock for no consideration shares by way of dividend reclassification or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Companyotherwise, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant of this Note immediately prior to Section 5.1 any such event shall be made by reason adjusted proportionately so that thereafter the Holder of this Note shall be entitled to receive upon conversion of this Note the issuance in exchange for cash, property or services number of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying which such Holder would have owned after the right to purchase happening of any of the foregoing. (c) In case events described above had this Note been converted immediately prior to the happening of any reorganizationsuch event, recapitalization or reclassification provided that the Conversion Price shall in no event be reduced to less than the par value of the Company or shares issuable upon conversion. An adjustment made pursuant to this Note shall become effective immediately after the outstanding Common Stock or record date in the case of any consolidation or merger of a stock dividend and shall become effective immediately after the Company with another entity as a result of which the Company is not the surviving entity, or effective date in the case of any sale a subdivision or combination. (2) If, prior to maturity of all, or substantially all, of its propertythis Note, the Guarantor shall at any time consolidate or merge with another corporation (other than a merger or consolidation in which the Guarantor is the surviving corporation), the registered Holder shall instead hereof will thereafter have be entitled to receive, upon the right pursuant to Section 5.1 to convert conversion hereof, the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by to which a holder Holder of the number of shares of Common Stock which then deliverable upon the Holder conversion hereof would have had been entitled upon such consolidation or merger, and the right Guarantor shall take such steps in connection with such consolidation or merger as may be necessary to convert this Note into immediately prior ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other any securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to thereafter deliverable upon the contrary, no adjustment conversion of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a1) In case the Company shall If and whenever at any time issue after the date hereof and prior to the last Maturity Date of the Series of Notes then outstanding, there is a reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares of Common Stock for no consideration by way of dividend or into other securities, or amalgamation, arrangement, merger or other distribution on form of business combination of the Corporation with or into any other corporation or other entity (other than an amalgamation, arrangement, merger or other form of business combination which does not result in any reclassification of the outstanding Common Stock Shares or a change of the Company Common Shares into other shares), or subdivide a sale, lease, exchange or combine transfer of the outstanding shares undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Stock of the CompanyShares are entitled to receive shares, the Conversion Price shall forthwith be proportionately decreased in the case other securities or other property (any of such dividendevents being called a "CAPITAL REORGANIZATION"), distribution or subdivision, or increased in any Holder of Notes who exercises the case of combination and, in either case, rounded up or down right to the nearest one cent. An adjustment made convert Notes into Common Shares pursuant to this Section 5.2 shall become Notes then held after the effective when date of such dividendCapital Reorganization will be entitled to receive, distribution, subdivision or combination, as and will accept for the case may be, is actually made or becomes effective. (b) No adjustment same aggregate consideration in the Conversion Price or in lieu of the number of shares Common Shares to which such Holder was previously entitled upon such conversion, the aggregate number of Common Stock issuable upon conversion pursuant shares, other securities or other property which such Holder would have been entitled to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity receive as a result of which such Capital Reorganization if, on the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its propertyeffective date thereof, the Holder shall instead thereafter have had been the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a registered holder of the number of shares Common Shares to which such Holder was previously entitled upon conversion. (2) In any case in which this subsection 4.3 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of Common Stock which such event, issuing to the Holder would have had of any Note converted after such record date and before the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price occurrence of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to event the contrary, no adjustment of the Conversion Price shall be made additional Common Shares issuable upon such conversion by reason of the issuance adjustment required by such event; provided, however, that the Corporation shall deliver to such Holder an appropriate instrument evidencing such Holder's right to receive such additional Common Shares upon the occurrence of such event and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Stock Shares on and after the Date of Conversion or other securities such later date on which such Holder would, but for the provisions of this paragraph 4.3(2), have become the holder of record of such additional Common Shares pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entityparagraph 4.2(3). (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case the Company shall 3.1 If and whenever at any time issue shares of Common Stock for no consideration by way of dividend or other distribution on prior to the outstanding Common Stock expiry of the Company or subdivide or combine Term the outstanding shares of Common Stock the Purchaser are subdivided, redivided or changed into a greater or consolidated into a lesser number of shares or reclassified into different shares, if the CompanyVendor has not fully exercised its right of conversion prior to the effective date of such subdivision, redivision, change or consolidation or reclassification (each a "Change"), the Conversion Price Vendor shall forthwith be proportionately decreased in entitled to receive and shall accept, upon the case exercise of such dividend, distribution or subdivision, or increased in the case of combination andright at any time thereafter, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in lieu of the number of shares of Common Stock issuable Shares to which the Vendor was entitled upon conversion pursuant immediately prior to Section 5.1 shall be made by reason such Change, the aggregate number of Shares of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying Parent that the right Vendor would have been entitled to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity receive as a result of which such Change if, on the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its propertyeffective date thereof, the Holder shall instead thereafter have Vendor had been the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a registered holder of the number of shares of Common Stock Shares to which the Holder would have had the right to convert this Note into it was entitled upon conversion immediately prior to such Change. 3.2 If and whenever at any time prior to the expiry of the Term there is a capital reorganization of the Purchaser or an amalgamation of the Parent with or into any other company including by way of a sale whereby all or substantially all of the Parent's undertaking and assets would become the property of any other company, if the Vendor has not fully exercised its right of conversion prior to the effective date of such reorganization, reclassification, consolidation, merger merger, amalgamation or salesale (herein individually called a "Reorganization"), the Vendor shall be entitled to receive and shall accept, upon exercise of such right at any time on or thereafter, in lieu of the number of Shares to which the Vendor was entitled upon conversion immediately prior to such Reorganization, the aggregate number of securities or property of the Parent resulting from the Reorganization that the holder would have been entitled to receive as a price equal result of such Reorganization if, on the effective date thereof, the Vendor had been the registered holder of the number of Shares to which it was entitled upon conversion immediately prior to such Reorganization. 3.3 If any Reorganization occurs, appropriate adjustment shall be made in the application of the provisions set forth in this Option with respect to the Conversion Price then in effect pertaining rights and interests thereafter of the Vendor to this Note (the kind, amount and price end that after such event the Vendor shall retain rights substantially equivalent to the rights held by it prior to the occurrence of such stock event and that the provisions set forth in this Option shall thereafter be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to be subject which the Vendor is entitled on the exercise of its right of conversion thereafter. 3.4 The adjustments provided for in this option are cumulative and shall apply to subsequent successive Changes, Reorganizations or other events resulting in any adjustment as under the provisions of this Option. 3.5 In the event of any question arising with respect to the adjustments provided in this Section 5.2). Notwithstanding anything contained herein to Option, such question shall be determined by a firm of chartered accountants appointed by the contrary, no adjustment Vendor (who may be the auditors of the Conversion Price parent); and such accountants shall have access to all necessary records of the Parent and such determination shall be made by reason of binding upon the issuance of Common Stock or other securities pursuant to Vendor and the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entityPurchaser. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conversion Price for each series of Preferred Stock shall be subject to adjustment from time to time as follows: (a) In case If the Company Corporation shall at issue, after the date of filing of this Restated Certificate, any time issue shares Additional Stock (as defined in subsection (D)(2)) without consideration or for a consideration per share less than the Conversion Price for any series of Common Preferred Stock for no consideration by way in effect immediately prior to the issuance of dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Companysuch Additional Stock, the Conversion Price for such series in effect immediately prior to each such issuance of Additional Stock shall forthwith (except as otherwise provided in this subsection (D)) be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down adjusted to a price equal to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when price paid per share for such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effectiveAdditional Stock. (b) No adjustment in the Conversion Price for any series of Preferred Stock need be made if such adjustment would result in a change in the Conversion Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment that, on a cumulative basis, amounts to an adjustment of $0.01 or more in the Conversion Price. Except to the limited extent provided for in subsections (D)(1)(e)(iii) or (iv), no adjustment of the Conversion Price for any series of Preferred Stock pursuant to this subsection (D)(1) shall have the effect of increasing any such Conversion Price above the Conversion Price in effect immediately prior to such adjustment. (c) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (d) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Corporation's Board of Directors irrespective of any accounting treatment. (e) In the case of the issuance (whether before, on or after the date of filing of this Restated Certificate) of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for securities by their terms convertible into or exchangeable for Common Stock, the following provisions shall apply for all purposes of subsections (D)(1) and (2): (i) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections (D)(1)(c) and (D)(1)(d)), if any, received by the Corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (ii) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections (D)(1)(c) and (D)(1)(d)). (iii) In the event of any change in the number of shares of Common Stock issuable deliverable or in the consideration payable to this Corporation upon exercise of such options or rights or upon conversion pursuant of or exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price for each series of Preferred Stock, to Section 5.1 the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made by reason of for the actual issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, payment of such consideration upon the exercise of any such options or exercisable rights or exchangeable for, Common Stock, the conversion or carrying the right to purchase any exchange of the foregoingsuch securities. (civ) In case Upon the expiration of any reorganizationsuch options or rights, recapitalization the termination of any such rights to convert or reclassification of the Company exchange or the outstanding Common Stock or in the case expiration of any consolidation options or merger of the Company with another entity as a result of which the Company is not the surviving entity, rights related to such convertible or in the case of any sale of all, or substantially all, of its propertyexchangeable securities, the Holder shall instead thereafter have Conversion Price for each series of Preferred Stock, to the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock extent in any way affected by or other computed using such options, rights or securities or property receivable upon option or rights related to such reorganizationsecurities, reclassification, consolidation, merger or sale by a holder shall be recomputed to reflect the issuance of only the number of shares of Common Stock which (and convertible or exchangeable securities that remain in effect) actually issued upon the Holder would have had exercise of such options or rights, upon the right to convert this Note into immediately prior conversion or exchange of such securities or upon the exercise of the options or rights related to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note securities. (the kind, amount and price v) The number of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance shares of Common Stock or other securities deemed issued and the consideration deemed paid therefor pursuant to the acquisition by the Company of all subsections (D)(1)(e)(i) and (ii) shall be appropriately adjusted to reflect any change, termination or substantially all expiration of the stock, other securities type described in either subsection (D)(1)(e)(iii) or property of any other entity(iv). (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case the Company shall at any time issue shall, prior to the Conversion Date, (i) declare a dividend of Common Stock on its Common Stock, (ii) subdivide outstanding Common Stock into a larger number of shares of Common Stock for no consideration by way of dividend reclassification or other distribution on the otherwise, or (iii) combine outstanding Common Stock into a smaller number of the Company or subdivide or combine the outstanding shares of Common Stock of the Companyby reclassification or otherwise, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant of this Note immediately prior to Section 5.1 any such event shall be made by reason adjusted proportionately so that thereafter Holder shall be entitled to receive upon conversion of this Note the issuance in exchange for cash, property or services number of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying which Holder would have owned after the right to purchase happening of any of the foregoing. (c) In case events described above had this Note been converted immediately prior to the happening of any reorganizationsuch event, recapitalization or reclassification provided that the Conversion Price shall in no event be reduced to less than the par value, if any, of the Company or shares issuable upon conversion. An adjustment made pursuant to this paragraph shall become effective immediately after the outstanding Common Stock or record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. (b) If, prior to the Conversion Date, the Company at any time consolidates or merges with or into or is otherwise acquired by another corporation (other than a merger, consolidation or merger of the Company with another entity as a result of acquisition in which the Company is not the surviving entitycorporation), or in the case Holder will thereafter be entitled to receive, upon conversion of any sale of all, or substantially all, of its propertythis Note, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by to which a holder of the number of shares of Common Stock then deliverable upon the conversion hereof would have been entitled upon such consolidation, merger or acquisition, and the Company shall take such steps in connection with such consolidation, merger or acquisition as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the conversion of this Note. (c) In case the Company proposes to take any action referred to in Sections 5 (a) and (b) above, then the Company shall cause notice thereof, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that will be effective after such adjustment, to be mailed to Holder of this Note, at such Holder’s address, at least ten (10) days prior to the date on which the Holder would have had transfer books of the right to convert this Note into immediately prior to Company shall close or a record be taken for such reorganization, stock dividend or the date when such reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price acquisition shall be made by reason of effective, as the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entitycase may be. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conversion Price once established shall be subject to adjustment from time to time thereafter only as follows: (a) In case the Company shall at any time issue shares of Common Conversion Stock for no consideration by way of are issued as a dividend or other distribution on the outstanding Common Stock any class of the Company or subdivide or combine the outstanding shares of Common Stock stock of the Company, the Conversion Price which would otherwise be in effect at the opening of business on the day following the date fixed for determination of shareholders entitled to receive such dividend or other distribution shall forthwith be reduced by multiplying such Conversion (b) In case the applicable Conversion Stock shall be subdivided into a greater or combined into a lesser number of shares of Conversion Stock, the Conversion Price in effect immediately prior thereto, or immediately prior to the record date for such subdivision or combination if a record date is fixed, shall be proportionately decreased in adjusted so that it will bear the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down same relation to the nearest one cent. An adjustment made pursuant Conversion Price in effect immediately prior to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, or such record date, as the case may betotal number of shares of Conversion Stock outstanding immediately prior to such subdivision or combination, is actually made or becomes effective. such record date, shall bear to the total number of shares of Conversion Stock outstanding immediately after such subdivision or combination or such record date. For purposes of this subparagraph (b) No adjustment in the Conversion Price or in ), the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 at any time outstanding shall be made include shares held by reason of the issuance in exchange for cash, property Company if such subdivision or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoingcombination affect such shares. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any capital reorganization of the Company, or of any reclassification of the Conversion Stock, or in case of the consolidation of the Company with, or the merger of the Company with another entity as a result into, any other corporation or of which the sale of all or substantially all of the properties and assets of the Company is not to any other corporation, the surviving entityConvertible Note shall after such capital reorganization, reclassification, consolidation, merger, or in sale entitle the case of any sale of all, or substantially all, of its property, holder to receive upon conversion the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount number of shares of stock or other securities or property receivable upon of the Company, or of the corporation resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which the holder of securities deliverable (at the time of such capital reorganization, reclassification, consolidation, merger merger, or sale by a holder sale) upon conversion of the number of shares of Common Stock which the Holder such Convertible Note would have had the right to convert this Note into immediately prior to been entitled upon such capital reorganization, reclassification, consolidation, merger or sale, at a price equal ; and in any such case the provisions of this Section 8(D) with respect to the Conversion Price then in effect pertaining rights and interest thereafter of the holder of the Convertible Note shall be appropriately adjusted so as to this Note (the kindbe applicable, amount and price as nearly as may reasonably be, to any shares of such stock or other securities or any property thereafter deliverable on the conversion of the Convertible Note. Any such adjustment which shall be approved by the Board of Directors of the Company shall for all purposes of this paragraph conclusively be deemed to be subject an appropriate adjustment. The subdivision or combination of shares of Conversion (d) In case the Company shall issue rights or warrants to subsequent all holders of any of its Conversion Stock entitling them to subscribe for or purchase shares of Common Stock without consideration or at a price per share less than the Current Market Value per share (as determined pursuant to Section 8(D)(vii) on the record date for the issuance of such rights or warrants, then the Conversion Price in effect on the date immediately prior to such record date shall immediately be adjusted to a price (computed to the nearest cent) equal to the quotient obtained by dividing; (1) an amount equal to the sum of (x) the number of shares of Conversion Stock issued and outstanding on such record date multiplied by the Conversion Price in effect on such record date and (y) the aggregate consideration to be received by the Company if all such rights or warrants were exercised by (2) an amount equal to the sum of (x) the number of shares of Conversion Stock issued and outstanding on such record date and (y) the number of shares issuable upon exercise of such rights or warrants (in each case increased or decreased to the extent that the number of such shares shall have been increased by a dividend or distribution of the type contemplated by subparagraph (a) of this Section 8(D)(i) or shall have been increased or decreased by each subdivision or combination thereof); provided, however, that such adjustment shall be made only if the aforesaid quotient shall be less than the Conversion Price in effect immediately prior to the issue of such rights or warrants. Such adjustment shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. (e) For the purpose of any adjustment of the Conversion Price pursuant to this Section 8(D), the following provisions shall be applicable: (1) in case of the issuance of Conversion Stock for a consideration part or all of which shall be cash (including such issuance upon exercise of rights, warrants or options, granted without consideration, to subscribe for or purchase such shares), the amount of the cash consideration shall be the amount of such cash received by the Company, provided that no deduction shall be made for any commissions, discounts or expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; and (2) in case of the issuance of Conversion Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the lower of the fair value thereof as determined by the Board of Directors of the Company or the value of the shares issued based on the Current Market Value of the Common Stock (determined as provided in Section 8(D)(vii)). (f) For the purpose of this Section 5.28(D)(i). Notwithstanding anything contained herein , shares of Conversion Stock or other securities held in the treasury of the Company shall not be deemed to be outstanding, except as specifically provided herein, and the sale or other disposition of any shares of Conversion Stock or other securities held in the treasury of the Company shall be deemed an issuance thereof (g) Anything in this Section 8(D) to the contrarycontrary notwithstanding, no adjustment of the Conversion Price shall be made by reason required in any case in which the amount of the issuance adjustment would be less than 5 cents but in such case any adjustment that would otherwise be required then to be made will be carried forward and made at the time and together with the next subsequent adjustment which, together with any and all such adjustments so carried forward, shall amount to 5 cents or more per share of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property Conversion Stock. Regardless of any other entitysubdivision or combination of shares of Conversion Stock said amount of 5 cents shall not be proportionately decreased or increased. (dh) Irrespective The certificate of any adjustments in firm of independent public accountants of recognized standing selected by the Conversion Price, Board of Directors of the Company shall be conclusive evidence of the correctness of any computation made under this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this NoteSection 8(D).

Adjustment of Conversion Price. (a) In case the Company shall at any time issue shares of Common Stock for no consideration by way of dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.price

Adjustment of Conversion Price. (a) In case the Company shall at any time issue shares of shall: (i) declare a stock dividend on its Common Stock for no consideration by way of dividend or other distribution on the outstanding Common Stock of the Company or Stock, (ii) subdivide or combine the outstanding shares of Common Stock into a large number of the Companyshares of Common Stock by reclassification, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivisionstock split, or increased in the case of combination andotherwise, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective.or (biii) No adjustment in the Conversion Price combine outstanding shares of Common Stock into a smaller number of shares of Common Stock by reclassification or in otherwise, the number of shares of Common Stock issuable upon conversion pursuant of this Note immediately prior to Section 5.1 any such event shall be made by reason adjusted proportionately so that thereafter the Holder shall be entitled to receive upon conversion of this Note the issuance in exchange for cash, property or services number of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying which such Holder would have owned after the right to purchase happening of any of the foregoing. (c) In case events described above had the Note been converted immediately prior to the happening of any reorganizationsuch event, recapitalization or reclassification provided that the Conversion Price shall in no event be reduced to less than the par value of the Company or shares issuable upon conversion. An adjustment made pursuant to this Section shall become effective immediately after the outstanding Common Stock or record date in the case of any consolidation a dividend and shall become effective immediately after the effective date in the case of a subdivision or merger combination. (b) If, prior to maturity of this Note, the Company shall at any time consolidate or merge with another corporation or entity as (other than a result of merger or consolidation in which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its propertycorporation), the Holder shall instead will thereafter have be entitled to receive, upon the right pursuant to Section 5.1 to convert conversion hereof, the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by to which a holder of the number of shares of Common Stock which then deliverable upon the Holder conversion hereof would have had been entitled to receive upon such consolidation or merger, and the right Company shall take steps in connection with such consolidation or merger as may be necessary to convert this Note into immediately prior ensure that the provisions hereof shall thereafter be applicable to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other any securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to thereafter deliverable upon the contrary, no adjustment conversion of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conversion Price of the Series B Preferred shall be subject to adjustment from time to time as follows: (ai) In case If the Company shall at any time issue number of shares of Common Stock for no consideration outstanding at any time after the date hereof is increased by way of a stock dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the Companydate such payment is made or such change is effective, the Conversion Price of the Series B Preferred shall forthwith be proportionately appropriately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in so that the number of shares of Common Stock issuable upon on conversion pursuant to Section 5.1 of any shares of the Series B Preferred shall be made by reason increased in proportion to such increase of outstanding shares. (ii) If the issuance in exchange for cash, property or services number of shares of Common Stock or outstanding at any securities convertible into, or exercisable or exchangeable for, time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, or carrying on the right to purchase any effective date of such combination, the Conversion Price of the foregoingSeries B Preferred shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of any shares of the Series B Preferred shall be decreased in proportion to such decrease in outstanding shares. (ciii) In case case, at any time after the date hereof, of any capital reorganization, recapitalization or any reclassification of the Company stock of the Corporation (other than as a result of a stock dividend or subdivision, split-up or combination of shares), or the outstanding Common Stock or in the case of any consolidation or merger of the Company Corporation with or into another entity as person (other than a result of consolidation or merger in which the Company Corporation is the continuing entity and which does not the surviving entity, or result in any change in the case of any sale of all, or substantially all, of its propertyCommon Stock), the Holder shall instead thereafter have shares of the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note Series B Preferred shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and amount number of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock Corporation or otherwise to which the Holder such holder would have had the right to convert this Note into been entitled if immediately prior to such reorganization, reclassification, consolidation, merger or salemerger, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock sale or other securities or property disposition such holder had converted its shares of the Series B Preferred into Common Stock. (iv) In case any event shall occur as to be subject which the other provisions of this subsection (e) are not strictly applicable but the failure to subsequent make any adjustment as provided would not fairly protect the conversion rights of the holders of Series B Preferred set forth in this Section 5.24 in accordance with the essential intent and principles hereof, then, in each such case, the Corporation at its expense shall appoint a firm of independent public accountants of recognized national standing (which may be the regular auditors of the Corporation). Notwithstanding anything contained herein , which shall give its opinion as to the contraryadjustment, no adjustment if any, on a basis consistent with the essential intent and principles established in this Section 4, necessary to preserve, without dilution, the conversion rights of the Conversion Price holders of Series B Preferred set forth in this Section 4. Upon receipt of such opinion, the Corporation will promptly mail a copy thereof to the holders of Series B Preferred and shall make the adjustments described therein. (v) The provisions of clauses (i), (ii) and (iii) shall similarly apply to successive events of the type described therein. All calculations under this Section 4(e) shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by nearest cent or to the Company nearest one hundredth (1/100) of all or substantially all of a share, as the stock, other securities or property of any other entitycase may be. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case the Company shall at any time issue shall, prior to the Conversion Date, (i) declare a dividend of Common Stock on its Common Stock, (ii) subdivide outstanding Common Stock into a larger number of shares of Common Stock for no consideration by way of dividend reclassification or other distribution on the otherwise, or (iii) combine outstanding Common Stock into a smaller number of the Company or subdivide or combine the outstanding shares of Common Stock of the Companyby reclassification or otherwise, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant of this Note immediately prior to Section 5.1 any such event shall be made by reason adjusted proportionately so that thereafter Holder shall be entitled to receive upon conversion of this Note the issuance in exchange for cash, property or services number of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying which Holder would have owned after the right to purchase happening of any of the foregoing. (c) In case events described above had this Note been converted immediately prior to the happening of any reorganizationsuch event, recapitalization or reclassification provided that the Conversion Price shall in no event be reduced to less than the par value, if any, of the Company or shares issuable upon conversion. An adjustment made pursuant to this paragraph shall become effective immediately after the outstanding Common Stock or record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. (b) If, prior to the Conversion Date, the Company at any time consolidates or merges with or into or is otherwise acquired by another corporation (other than a merger, consolidation or merger of the Company with another entity as a result of acquisition in which the Company is not the surviving entitycorporation), or in the case Holder will thereafter be entitled to receive, upon conversion of any sale of all, or substantially all, of its propertythis Note, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by to which a holder of the number of shares of Common Stock then deliverable upon the conversion hereof would have been entitled upon such consolidation, merger or acquisition, and the Company shall take such steps in connection with such consolidation, merger or acquisition as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the conversion of this Note. (c) In case the Company proposes to take any action referred to in Sections 2 (a) and (b) above, then the Company shall cause notice thereof, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that will be effective after such adjustment, to be mailed to Holder of this Note, at such Holder's address, at least ten (10) days prior to the date on which the Holder would have had transfer books of the right to convert this Note into immediately prior to Company shall close or a record be taken for such reorganization, stock dividend or the date when such reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price acquisition shall be made by reason of effective, as the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entitycase may be. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. Section 2 of the Original Debenture shall be amended to add a new subsection (ab), and to renumber the subsequent subsections so that the former subsection (b) In case becomes subsection (c) and the Company former subsection (c) becomes subsection (d). The new subsection (b) shall state as follows: (b) Except as set forth herein, if at any time after the date of this Amendment, the Maker shall issue shares of or sell Common Stock Stock, or warrants or options exercisable for no Common Stock, preferred stock convertible into Common Stock, or any other securities convertible into Common Stock, in a capital raising transaction, at a consideration by way of dividend per share, or other distribution on exercise or conversion price per share, as applicable, less than the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the CompanyConversion Price in effect immediately prior to such issuance, the Conversion Price shall forthwith be proportionately decreased reduced to such issuance price. For purposes of determining the issuance price, the amount of consideration paid upon issuance of the security and any additional consideration to be paid upon conversion or exercise of the same security shall be combined to determine the total issuance price. The following securities shall be excluded from the foregoing and shall not result in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down any change to the nearest one cent. An adjustment made pursuant Conversion Price: (i) capital stock, options or convertible securities issued to directors, officers, employees or consultants of the Maker in connection with their service as directors of the Maker, their employment by the Maker or their retention as consultants by the Maker, (ii) shares of Common Stock issued upon the conversion or exercise of options or convertible securities that were issued and outstanding on the date immediately preceding the date of this Section 5.2 shall become effective when Amendment, provided such dividend, distribution, subdivision or combination, as securities are not amended after the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in date of this Amendment to increase the number of shares of Common Stock issuable upon thereunder or to lower the exercise or conversion price thereof (iii) securities issued pursuant to Section 5.1 shall be made by reason the Debenture and securities issued upon the exercise or conversion of the issuance in exchange for cashthose securities, property or services of (iv) shares of Common Stock issued or any securities convertible intoissuable by reason of a dividend, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock split or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of distribution on shares of Common Stock which (but only to the Holder would have had the right to convert this Note into immediately prior to extent that such reorganizationa dividend, reclassification, consolidation, merger split or sale, at a price equal to distribution results in an adjustment in the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the other provisions of this Debenture), and (v) capital stock, options or convertible securities issued as consideration for an acquisition or strategic transaction approved by the Company of all or substantially all a majority of the stockdisinterested directors of the Maker, other provided that any such issuance shall only be a person or entity (or to the equityholders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Maker and shall provide to the Maker additional benefits in addition to the investment of funds, but shall not, for the purposes of this clause (v), include a transaction in which the Maker is issuing securities primarily for the purpose of raising capital or property of any other entityto an entity whose primary business is investing in securities. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case The Conversion Price in effect at any date shall be subject to adjustment from time to time as provided in this Section 4.3. (b) If the Company shall Corporation at any time issue shares after the date hereof subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding Common Shares into a greater number of Common Stock for no consideration Shares, any Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Corporation at any time after the date hereof consolidates (by way of dividend combination, reverse stock split or other distribution on the otherwise) its outstanding Common Stock of the Company or subdivide or combine the outstanding shares Shares into a smaller number of Common Stock of the CompanyShares, the any Conversion Price shall forthwith in effect immediately prior to such consolidation will be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one centincreased. An Any adjustment made pursuant to under this Section 5.2 sub-paragraph 4.3(b) shall become effective when such dividend, distribution, at the close of business on the date the subdivision or combination, as the case may be, is actually made or consolidation becomes effective. (bc) No adjustment in If at any time after the Conversion Price date hereof there occurs: (i) a reclassification or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason redesignation of the issuance in exchange for cashCommon Shares, property any change of the Common Shares into other shares or services of shares of Common Stock securities or any securities convertible into, or exercisable or exchangeable for, other capital reorganization involving the Common Stock, or carrying the right to purchase any of the foregoing.Shares other than transactions covered by sub-paragraph 4.3(b); (cii) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation an amalgamation or merger of the Company Corporation with or into any other body corporate, or plan of arrangement involving the Corporation, which results in a reclassification or redesignation of the Common Shares or a change or exchange of the Common Shares into other shares or securities; or (iii) the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity corporation or entity; (any of such events being herein called a “Capital Reorganization”), after the effective date of the Capital Reorganization: (iv) the Lender will be entitled to receive upon a Conversion, in lieu of the number of Common Shares to which the Lender was theretofore entitled upon the Conversion, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Lender would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Lender had been the registered holder of the number of Common Shares to which the Company is not Lender was theretofore entitled to receive upon the surviving entityConversion; and (v) the Conversion Price shall, or on the effective date of the Capital Reorganization, be adjusted by multiplying the Conversion Price in effect immediately prior to such Capital Reorganization by the number of Common Shares purchasable pursuant to the Conversion immediately prior to the Capital Reorganization, and dividing the product thereof by the number of successor securities determined in Section (iv) above. If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the case application of the provisions of the Agreement with respect to the rights and interest thereafter of the Lender to the end that the provisions of the Agreement will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable thereafter deliverable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entityConversion. (d) Irrespective of If any question arises with respect to the adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated provided in this NoteSection 4.3, such question shall be conclusively determined by a firm of chartered accountants (who may be the Corporation's auditors) appointed by the Corporation at its sole discretion. Such chartered accountants shall be given access to all necessary records of the Corporation and their determination shall be binding upon the Corporation and the Lender.

Adjustment of Conversion Price. The Conver- sion Price shall be adjusted as set forth in this section. (a) In case the event that the Company shall make any distribution of its assets upon or with respect to its shares of Common Stock, as a liquidating or partial liquidating dividend, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the state of incorporation of the Company, the Holder of this Convertible Note, upon the exercise of his right to convert after the record date for such distribution or, in the absence of a record date, after the date of such distribution, receive, in addition to the shares subscribed for, the amount of such assets (or, at the option of the Company, a sum equal to the value thereof at the time of distribution as determined by the Board of Directors in its sole discretion) which would have been distributed to the Holder if he had exercised his right to convert immediately prior to the record date for such distribution or, in the absence of a record date, immediately prior to the date of such distribution. (b) In case at any time issue the Company shall subdivide its outstanding shares of Common Stock for no consideration by way into a greater number of dividend or other distribution on shares, the outstanding Common Stock of the Company or subdivide or combine Current Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced and conversely, in case the outstanding shares of Common Stock of the CompanyCompany shall be combined into a smaller number of shares, the Current Conversion Price in effect immediately prior to such combination shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoingincreased. (c) In case of If any reorganization, recapitalization capital reorganization or reclassification reclass- ification of the Company capital stock of the Company, or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity corporation, or the sale, transfer or lease of all or substantially all of its assets to another corporation, shall be effected in such a way that the holder of shares of Common Stock shall be entitled to receive shares, securities or assets with respect to or in exchange for shares of Common Stock, then, as a result condition of which such reorganization, reclassification, consolidation, merger or sale, the Company is not the surviving entityor such successor or purchasing corporation, or in as the case of any sale of allmay be, or substantially all, of its property, shall execute an amendment to this Convertible Note providing that the Holder of this Convertible Note shall instead thereafter have the right pursuant to Section 5.1 thereafter and until the expiration of the period of convertibility to convert the outstanding Principal and Interest under this Convertible Note into the kind and amount of shares of stock or other shares, securities or property assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock into which the Holder would this Convertible Note might have had the right to convert this Note into been converted immediately prior to such reorganization, reclassification, consolidation, merger or sale, at subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. (d) Upon such adjustment of the Conversion Price pursuant to the provisions of this Section 3.06, the number of shares issuable upon conversion of this Convertible Note shall be adjusted to the nearest full amount by multiplying a price number equal to the Conversion Price then in effect pertaining immediately prior to this Note (such adjustment by the kind, amount and price number of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance shares of Common Stock or other securities pursuant issuable upon exercise of this Convertible Note immediately prior to such adjustment and dividing the acquisition product so obtained by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the adjusted Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conver- sion Price shall be adjusted as set forth in this section. (a) In case the event that the Company shall make any distribution of its assets upon or with respect to its shares of Common Stock, as a liquidating or partial liquidating dividend, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the state of incorporation of the Company, the Holder of this Convertible Note, upon the exercise of his right to convert after the record date for such distribution or, in the absence of a record date, after the date of such distribution, receive, in addition to the shares subscribed for, the amount of such assets (or, at the option of the Company, a sum equal to the value thereof at the time of distribution as determined by the Board of Directors in its sole discretion) which would have been distributed to the Holder if he had exercised his right to convert immediately prior to the record date for such distribution or, in the absence of a record date, immediately prior to the date of such distribution. (b) In case at any time issue the Company shall sub- divide its outstanding shares of Common Stock for no consideration by way into a greater number of dividend or other distribution on shares, the outstanding Common Stock of the Company or subdivide or combine Current Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced and conversely, in case the outstanding shares of Common Stock of the CompanyCompany shall be combined into a smaller number of shares, the Current Conversion Price in effect immediately prior to such combination shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoingincreased. (c) In case of If any reorganization, recapitalization capital reorganization or reclassification reclass- ification of the Company capital stock of the Company, or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity corporation, or the sale, transfer or lease of all or substantially all of its assets to another corporation, shall be effected in such a way that the holder of shares of Common Stock shall be entitled to receive shares, securities or assets with respect to or in exchange for shares of Common Stock, then, as a result condition of which such reorganization, reclassification, consolidation, merger or sale, the Company is not the surviving entityor such successor or purchasing corporation, or in as the case of any sale of allmay be, or substantially all, of its property, shall execute an amendment to this Convertible Note providing that the Holder of this Convertible Note shall instead thereafter have the right pursuant to Section 5.1 thereafter and until the expiration of the period of convertibility to convert the outstanding Principal and Interest under this Convertible Note into the kind and amount of shares of stock or other shares, securities or property assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock into which the Holder would this Convertible Note might have had the right to convert this Note into been converted immediately prior to such reorganization, reclassification, consolidation, merger or sale, at subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. (d) Upon such adjustment of the Conversion Price pursuant to the provisions of this Section 3.06, the number of shares issuable upon conversion of this Convertible Note shall be adjusted to the nearest full amount by multiplying a price number equal to the Conversion Price then in effect pertaining immediately prior to this Note (such adjustment by the kind, amount and price number of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance shares of Common Stock or other securities pursuant issuable upon exercise of this Convertible Note immediately prior to such adjustment and dividing the acquisition product so obtained by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the adjusted Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case the Company shall at any time issue shall: (1) declare a dividend of Common Stock on its Common Stock, (2) subdivide outstanding Common Stock into a larger number of shares of Common Stock for no consideration by way of dividend reclassification, stock split or other distribution on the otherwise, (3) combine outstanding Common Stock into a smaller number of the Company or subdivide or combine the outstanding shares of Common Stock by reclassification or otherwise, or (4) take any of the actions set forth in the prior clauses (1) through (3) above with respect to the Series C Preferred Stock, then, to the extent appropriate adjustment of the foregoing is not reflected through the terms of the Company’s Certificate of Incorporation, the number of shares of preferred stock or other capital stock issuable upon conversion of this Note immediately prior to any such event shall be adjusted proportionately so that thereafter the holder of this Note shall be entitled to receive upon a conversion of this Note the number of shares of preferred stock or other capital stock which such holder would have owned after the happening of any of the events described above had this Note been converted immediately prior to the happening of such event, provided that the Conversion Price shall forthwith in no event be proportionately decreased reduced to less than the par value of the shares issuable upon conversion. In each such case in clauses (1), (2), (3) or (4), the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 2(a)(iv) shall become effective when such dividend, distribution, immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. In case the Company proposes to take any action referred to in this Section 2(a)(iv), or to effect the liquidation, dissolution or winding up of the Company, then the Company shall cause notice thereof to be mailed to the registered holder of this Note, at such holder’s address appearing in the Note Register, at least twenty (20) days prior to the date on which the transfer books of the Company shall close or a record be taken for such stock dividend or the date when such reclassification, liquidation, dissolution or winding up shall be effective, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) In case the Company shall at any time issue shares of Common Stock for no consideration by way of dividend or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entity. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conversion Price, and consequently the number of Conversion Shares into which the Securities are convertible, shall be subject to adjustment as follows: (a) If at any time the Company shall: (i) take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend payable in, or other distribution of, Common Shares; (ii) subdivide its outstanding Common Shares into a larger number of Common Shares; or (iii) combine its outstanding Common Shares into a smaller number of Common Shares; then in each such case the Conversion Price in effect immediately prior thereto shall be adjusted so that the Securityholders of the Securities upon conversion shall be entitled to receive the number of Common Shares that the Securityholders would have owned or have been entitled to receive after the happening of any of the events described above had the Securities been converted immediately prior to the happening of such event. If the Company shall take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend or distribution and shall, thereafter and before the distribution to shareholders thereof, legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. (b) In case the Company shall at any time issue shares of Common Stock for no consideration by way of dividend reorganize its capital, reclassify its capital stock, consolidate or other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effective. merge with and into another corporation (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which where the Company is not the surviving entitycorporation or where there is a change in or distribution with respect to the Common Shares of the Company), or in the case sell, transfer or otherwise dispose of any sale of all, all or substantially all, of all its property, the Holder shall instead thereafter have the right assets or business to another corporation and, pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the kind and amount of successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Shares of the Company, then the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Securityholders shall have the right thereafter to receive, upon conversion of the Securities, solely the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, consolidationmerger, merger consolidation or sale disposition of assets, by a holder of the number of shares of Common Stock Shares for which the Holder Securities would have had the right to convert this Note into been convertible immediately prior to such event. In case of any such reorganization, reclassification, consolidationmerger, merger consolidation or saledisposition of assets, at a price equal such provisions shall include the express assumption by the successor or acquiring corporation (if other than the Company) of the due and punctual observance and performance of each and every covenant and condition of this Indenture and the Securities to be performed and observed by the Company and all the obligations and liabilities hereunder and thereunder, subject to such modifications as may be deemed appropriate (as determined by Board Resolution of the Company) in order to provide for adjustments of Common Shares for which the Securities are convertible which shall be as nearly equivalent as practicable to the Conversion Price then adjustments provided for in effect pertaining to this Note (Article V. For purposes of this Section, “common stock of the kind, amount and price successor or acquiring corporation” shall include stock of such corporation of any class which is not 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 property exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to be subject to subsequent adjustment as provided in subscribe for or purchase any such stock. The foregoing provisions of this Section 5.2). Notwithstanding anything contained herein shall similarly apply to the contrarysuccessive reorganizations, no adjustment reclassifications, mergers, consolidations or dispositions of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entityassets. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. (a) If, prior to December 31, 2002, the Company shall issue or sell (or, in accordance with Section 8.05(b), shall be deemed to have issued and ------- sold) any shares of Common Stock for a consideration per share (the "Issuance Price") less than the Conversion Price in effect immediately prior to such issue or sale, then, upon such issue or sale, the Conversion Price shall be reduced to an amount equal to the Issuance Price. For purposes of this Section 8.05(a), any ------- issuance or sale (or deemed issuance and sale) for no consideration shall be deemed to be an issue or sale at an Issuance Price or $.01. (b) For the purpose of subsection (a) of this Section 8.05, the -------------- ---- following clauses shall also be applicable: (i) In case at any time the Company shall grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities (including debt securities) convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), ---------------------- whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, the Company shall be deemed to have issued and sold shares of Common Stock at an Issuance Price equal to the price per share for which Common Stock is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities. (ii) In case the Company shall at issue (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) or sell any time issue Convertible Security, whether or not the rights to exchange or convert thereunder are immediately exercisable, the Company shall be deemed to have issued and sold shares of Common Stock at an Issuance Price equal to the price per share for no consideration by way of dividend or other distribution on the outstanding which Common Stock of the Company is issuable upon conversion or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case exchange of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effectiveConvertible Securities. (biii) No adjustment in Notwithstanding anything herein to the Conversion Price contrary, the provisions of this Section 8.05 shall not apply to the grant of stock options or in the number issuance of shares of Common Stock issuable upon conversion pursuant in either case to Section 5.1 shall be made by reason of the issuance in exchange for cash, property officers or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification directors of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of to entities by which the Company is not the surviving entity, or in the case of any sale of all, or substantially all, of its property, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock which the Holder would have had the right to convert this Note into immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price of such stock or other securities or property to be subject to subsequent adjustment as provided in this Section 5.2). Notwithstanding anything contained herein to the contrary, no adjustment of the Conversion Price shall be made by reason of the issuance of Common Stock or other securities pursuant to the acquisition by the Company of all or substantially all of the stock, other securities or property of any other entitythey are employed. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.

Adjustment of Conversion Price. The Conversion Price shall be adjusted from time to time by the Company as follows: (a) In case the Company shall If at any time issue shares of Common Stock for no consideration by way of dividend or there shall be (i) a reorganization (other distribution on the outstanding Common Stock of the Company or subdivide or combine the outstanding shares of Common Stock of the Company, the Conversion Price shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or than a combination, as the case may bereclassification, is actually made exchange or becomes effective. (b) No adjustment in the Conversion Price or in the number subdivision of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange otherwise provided for cashherein), property (ii) a merger or services of shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization or reclassification of the Company or the outstanding Common Stock or in the case of any consolidation or merger of the Company with or into another entity as a result of corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the case form of any securities, cash, or otherwise, or (iii) a sale or transfer of allthe Company's properties and assets as, or substantially allas, an entirety to any other person, then, as a part of its propertysuch reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Convertible Secured Notes shall thereafter be convertible into, the Holder shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount number of shares of stock or other securities or property receivable upon of the successor corporation resulting from such reorganization, reclassificationmerger, consolidation, merger sale or sale by transfer to which a holder of the securities into which such Convertible Secured Notes were convertible immediately prior to such event would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer. The foregoing provisions of this Section 12.5(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of Convertible Secured Notes. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of the Convertible Secured Notes with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of the Convertible Secured Notes shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of the Convertible Secured Notes. (b) If the Company, by reclassification of securities or otherwise (except as provided in subsection (a) above), shall change any of the securities as to which conversion rights under the Convertible Secured Notes exist into the same or a different number of securities of any other class or classes, the Convertible Secured Notes shall thereafter represent the right to convert into the kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the conversion rights under the Convertible Secured Notes immediately prior to such reclassification or other change and the Conversion Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 12. (c) If the Company at any time subdivides (by any stock split, stock dividend or otherwise) its outstanding Common Stock (or such other securities as the Convertible Secured Notes are then convertible into), into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Company at any time combines (by reverse stock split or otherwise) its outstanding Common Stock (or such other securities as the Convertible Secured Notes are then convertible into) into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (d) If the holders of the securities as to which conversion rights under the Convertible Secured Notes exist at the time shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, in whole or in part, other or additional stock or other securities or property (other than cash) of the Company by way of dividend or other distribution, then and in each case, the Convertible Secured Notes shall represent the right to receive, upon conversion, in addition to the securities and/or other property otherwise receivable upon conversion of Convertible Secured Notes, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company to which the Holders would have been entitled had they been the holders of record of the securities receivable upon conversion of Convertible Secured Notes on the date hereof and had thereafter, during the period from the date hereof to and including the date of such conversion, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 12. (e) Subject to 12.5(g), if the Company at any time after the date hereof shall issue and sell any additional shares of Common Stock (otherwise than as provided in Sections 12.5(a) through (d)) at a price per share less than the Average Price (as hereinafter defined) per share of Common Stock for the 20 Trading Days immediately preceding the date of the authorization of such issuance (the "Market Price"), then the Conversion Price upon each such issuance shall be lowered to a new Conversion Price determined by multiplying the old Conversion Price by a fraction: (i) the numerator of which shall be the sum of (1) the number of shares of Common Stock which the Holder would have had the right to convert this Note into outstanding immediately prior to such reorganization, reclassification, consolidation, merger or sale, at a price equal to the Conversion Price then in effect pertaining to this Note (the kind, amount and price issuance of such stock or other securities or property to additional shares of Common Stock multiplied by the Market Price, and (2) the consideration, if any, received by the Company upon the issuance of such additional shares of Common Stock, and (ii) the denominator of which shall be subject to subsequent adjustment as provided in this Section 5.2)the Market Price multiplied by the total number of shares of Common Stock outstanding immediately after the issuance of such additional shares of Common Stock. Notwithstanding anything contained herein to the contrary, no adjustment No adjustments of the Conversion Price shall be made by reason of under this Section 12.5(e) if such adjustment would have lowered the Conversion Price upon the issuance of any additional shares of Common Stock that (a) are issued pursuant to any grant or award made prior to the date hereof under any thrift plan, stock purchase plan, stock bonus plan, stock option plan, employee stock ownership plan, incentive or profit sharing arrangement or other securities benefit or compensation plan for the benefit of the Company's officers, directors and/or employees ("Employee Benefit Plans") that has been approved by the Board of Directors of the Company or its compensation committee and that otherwise would cause an adjustment under this Section 12.5(e); (b) are issued pursuant to any grant or award made on or after the acquisition by date hereof under any Employee Benefit Plan if the Company purchase, option, conversion or exercise price, as applicable, of all or substantially all any such issuance is not less than the lesser of the stockMarket Price as determined above and the "Fair Market Value," as defined under the applicable Employee Benefit Plan, other securities on the date of Board or property compensation committee authorization; (c) are issued pursuant to any Common Stock Equivalent (as hereinafter defined) (x) if upon the issuance of any other entity. such Common Stock Equivalent, any such adjustments shall previously have been made pursuant to Section 12.5(f), (y) if no adjustment was required pursuant to Section 12.5(f), or (z) if such Common Stock Equivalent was issued prior to the date hereof; (d) Irrespective of any adjustments are issued pursuant to a public offering by the Company; or (e) are issued in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue a transaction that results in an adjustment pursuant to express the same price and number and kind of shares as are stated in this NoteSection 12.5(g).

Adjustment of Conversion Price. (a) The Conversion Price shall be subject to adjustment from time to time as follows: 4.5.1 In case the Company shall at any time issue subdivide its outstanding shares of Common Stock for no consideration by way into a greater number of dividend or other distribution on shares at any time, the outstanding Common Stock of the Company or subdivide or combine then applicable Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the CompanyCompany shall be combined into a smaller number of shares, the then applicable Conversion Price in effect immediately prior to such combination shall forthwith be proportionately decreased in the case of such dividend, distribution or subdivision, or increased in the case of combination and, in either case, rounded up or down to the nearest one cent. An adjustment made pursuant to this Section 5.2 shall become effective when such dividend, distribution, subdivision or combination, as the case may be, is actually made or becomes effectiveincreased. (b) No adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon conversion pursuant to Section 5.1 shall be made by reason of the issuance in exchange for cash, property or services of shares of Common Stock or 4.5.2 If any securities convertible into, or exercisable or exchangeable for, Common Stock, or carrying the right to purchase any of the foregoing. (c) In case of any reorganization, recapitalization capital reorganization or reclassification of the Company capital stock of the Company, or the outstanding Common Stock or in the case of any consolidation or merger of the Company with another entity as a result of which the Company is not the surviving entitycorporation, or in the case of any sale of all, all or substantially all, all of its property, the Holder assets to another corporation shall instead thereafter have the right pursuant to Section 5.1 to convert the outstanding Principal and Interest under this Note into the kind and amount of shares of stock or other securities or property receivable upon be effected in such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares way that holders of Common Stock which the Holder would have had the right shall be entitled to convert this Note into immediately prior receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, at lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the terms and conditions specified herein and in lieu of the Conversion Shares immediately theretofore receivable upon the conversion of this Debenture, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a price number of outstanding shares of such Common Stock equal to the number theretofore receivable upon the conversion of this Debenture had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the then applicable Conversion Price then and of the number of securities receivable upon the conversion of this Debenture) shall thereafter be applicable, as nearly as may be practicable, in effect pertaining relation to any shares of stock, securities or assets thereafter receivable upon the conversion of this Note (Debenture. 4.5.3 In any case in which this Section 4.5 shall require that an adjustment shall become effective immediately after a record date for an event, and if the kind, amount Holder should convert this Debenture after such record date and price before the occurrence of such stock or other securities or property event, then the Company may defer until the occurrence of such event (i) issuing the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the shares issuable upon such conversion before giving effect to be subject such adjustment and (ii) paying to subsequent adjustment as provided the Holder any amount of cash in lieu of a fractional share pursuant to Section 4.4 above. 4.5.4 All calculations under this Section 5.2). Notwithstanding anything contained herein 4 shall be made to the contrarynearest cent or to the nearest one-hundredth of a share, no as the case may be. 4.5.5 Upon any adjustment of the Conversion Price Price, then and in each such case, the Company shall be made give written notice thereof, by reason first-class mail, postage prepaid, addressed to the Holder, at the address of the issuance Holder as shown on the books of Common Stock the Company, which notice shall state the Conversion Price resulting from such adjustment and the increase or other securities pursuant decrease, if any, in the number of Conversion Shares issuable upon conversion of this Debenture at such price, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 4.5.6 The Company shall give the Holder five (5) days' written notice prior to the acquisition by the Company effective date of all or substantially all any of the stock, other securities events described in Sections 4.5.1 or property of any other entity4.5.2 above. (d) Irrespective of any adjustments in the Conversion Price, this Note and any replacement notes theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Note.