Common use of ADJUSTMENT OF SHARE PRICE Clause in Contracts

ADJUSTMENT OF SHARE PRICE. The Share Price shall be adjusted from time to time as follows: (a) Upon each issuance (or deemed issuance pursuant to the provisions hereof) by Issuer of any Additional Stock for a price per Share other than the Share Price in effect immediately prior to the issuance (or deemed issuance) of such Additional Stock, then the Share Price in effect immediately prior to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying such Share Price by a fraction, (i) the numerator of which shall be the number of Common Shares outstanding immediately prior to such issuance, plus the number of Common Shares issuable in respect of Common Share Equivalents outstanding immediately prior to such issuance, plus the number of Common Shares which the aggregate consideration received (or deemed received) by Issuer for such issuance would purchase at the Share Price; and (ii) the denominator of which shall be the number of Common Shares outstanding immediately after such issuance, plus the number of Common Shares issuable in respect of Common Share Equivalents outstanding immediately after such issuance. (b) No adjustment of the Share Price shall be made in an amount less than one-half of one cent ($0.005) per Share; provided, that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment to the Share Price. No adjustment of the Share Price pursuant to this Section 5.02 shall have the effect of increasing such Share Price above the Share Price in effect immediately prior to such adjustment. (c) In the case of the issuance (whether before, on or after the Issue Date) of options or Convertible Securities, the following provisions shall apply for all purposes of this Section 5.02: (i) With respect to options to purchase Common Stock, the aggregate maximum number of Common Shares deliverable upon exercise of such options shall be deemed to have been issued at the time such options were issued. (ii) With respect to Convertible Securities and options to purchase Convertible Securities, the aggregate maximum number of Common Shares deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of Common Shares issuable upon the exercise of such options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such options were issued and for a consideration equal to the consideration, if any, received by Issuer for any such Convertible Securities and options, plus the minimum additional consideration, if any, to be received by Issuer upon the conversion or exchange of such Convertible Securities or the exercise of such options and the conversion or exchange of the Convertible Securities issuable upon exercise of such options (the consideration in each case to be determined in the manner provided in Section 5.02(f)). (iii) In the event of any change in the number of Common Shares deliverable or in the consideration payable to Issuer upon exercise of such options or upon conversion or exchange of such Convertible Securities, including a change resulting from the antidilution provisions thereof, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Shares or any payment of such consideration upon the exercise of any such options or the conversion or exchange of such Convertible Securities. (iv) Upon the expiration or termination of any such options or any such rights to convert or exchange Convertible Securities, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such options or upon the conversion or exchange of such Convertible Securities. (v) The number of Common Shares deemed issued and the consideration deemed paid therefor pursuant to Sections 5.02(c)(i) and 5.02(c)(ii) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5.02(c)(iii) or 5.02(c)(iv). (d) If Issuer, at any time or from time to time after the Issue Date, fixes a record date for the effectuation of a split or subdivision of the outstanding Common Shares or the determination of holders of Common Shares entitled to receive a dividend or other distribution payable in additional Common Shares or Common Share Equivalents (including the additional Common Shares issuable upon conversion or exercise thereof), then the Share Price shall be appropriately decreased, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), so that the number of Common Shares issuable on exercise of the Warrant shall be increased in proportion to such increase in the aggregate number of Common Shares or Common Shares issuable with respect to Common Share Equivalents, with the number of Common Shares issuable with respect to Common Share Equivalents determined from time to time in the manner provided for deemed issuances in Section 5.02(c). (e) If the number of Common Shares outstanding at any time after the Issue Date is decreased by a combination of the outstanding Common Shares, then, following the record date of such combination, the Share Price shall be appropriately increased so that the number of Common Shares issuable on exercise of the Warrant shall be decreased in proportion to such decrease in the outstanding Common Shares. (f) The value of the consideration received upon the issuance of securities of Issuer shall be determined as follows: (i) In the case of the issuance of securities of Issuer for cash, the amount of consideration received by Issuer for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by Issuer for any underwriting or otherwise in connection with the issuance and sale thereof. (ii) In the case of the issuance of securities of Issuer for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined by the Board of Trustees in good faith. (g) Notwithstanding any other provision of this Section 5.02, if at any time the Common Shares have been registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or if Issuer is required for any reason to file reports under Sections 13 or 15(d) of the Exchange Act, then the Share Price shall be equal to: (i) If the Common Shares are traded on a securities exchange or through the Nasdaq National Market, the average of the closing prices of the Common Shares on such exchange or system over the period of 20 trading days period ending the trading day immediately prior to the Exercise Date; or (ii) If the Common Shares are actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the period of 20 trading days ending the trading day immediately prior to the Exercise Date.

ADJUSTMENT OF SHARE PRICE. The Share Price shall will be adjusted subject to adjustment from time to time prior to the Closing Date as follows: (a) Upon each issuance (or deemed issuance pursuant If Seller shall at any time prior to the provisions hereofClosing Date (i) by Issuer pay a dividend or make any other distribution payable in Common Shares to holders of any Additional class of Capital Stock for of Seller, (ii) subdivide or reclassify the outstanding Common Shares into a price per Share other than greater number of shares or (iii) combine or reclassify the outstanding Common Shares into a smaller number of shares, the Share Price in effect immediately prior to at the issuance (time of the record date for such dividend or deemed issuance) distribution or the effective date of such Additional Stocksubdivision, then combination or reclassification will be proportionately adjusted so that the Share Price in effect immediately prior Investor will be entitled to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying receive upon purchase after such Share Price by a fraction, (i) the numerator of which shall be time the number of Common Shares outstanding that the Investor would have owned or been entitled to receive had such purchase occurred immediately prior to such issuance, plus the number of Common Shares issuable in respect of Common Share Equivalents outstanding immediately prior time. An adjustment made pursuant to such issuance, plus the number of Common Shares which the aggregate consideration received this subsection (or deemed receiveda) by Issuer for such issuance would purchase at the Share Price; and (ii) the denominator of which shall be the number of Common Shares outstanding will become effective immediately after such issuance, plus the number record date in the case of Common Shares issuable in respect of Common Share Equivalents outstanding a dividend or other distribution and will become effective immediately after the effective date of any such issuance. (b) No adjustment of subdivision, combination, reclassification or change, provided that, if such dividend or distribution is not ultimately paid or made, the Share Price shall be made in an amount less than one-half of one cent ($0.005) per Share; provided, that any adjustments which are not required readjusted to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment equal to the Share Price. No adjustment of the Share Price pursuant to this Section 5.02 shall have the effect of increasing such Share Price above the Share Price in effect immediately prior to such adjustmentrecord date. Such adjustment will be made successively whenever any event listed above occurs. (c) In the case of the issuance (whether before, on or after the Issue Date) of options or Convertible Securities, the following provisions shall apply for all purposes of this Section 5.02: (i) With respect to options to purchase Common Stock, the aggregate maximum number of Common Shares deliverable upon exercise of such options shall be deemed to have been issued at the time such options were issued. (ii) With respect to Convertible Securities and options to purchase Convertible Securities, the aggregate maximum number of Common Shares deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of Common Shares issuable upon the exercise of such options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such options were issued and for a consideration equal to the consideration, if any, received by Issuer for any such Convertible Securities and options, plus the minimum additional consideration, if any, to be received by Issuer upon the conversion or exchange of such Convertible Securities or the exercise of such options and the conversion or exchange of the Convertible Securities issuable upon exercise of such options (the consideration in each case to be determined in the manner provided in Section 5.02(f)). (iii) In the event of any change in the number of Common Shares deliverable or in the consideration payable to Issuer upon exercise of such options or upon conversion or exchange of such Convertible Securities, including a change resulting from the antidilution provisions thereof, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Shares or any payment of such consideration upon the exercise of any such options or the conversion or exchange of such Convertible Securities. (iv) Upon the expiration or termination of any such options or any such rights to convert or exchange Convertible Securities, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such options or upon the conversion or exchange of such Convertible Securities. (v) The number of Common Shares deemed issued and the consideration deemed paid therefor pursuant to Sections 5.02(c)(i) and 5.02(c)(ii) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5.02(c)(iii) or 5.02(c)(iv). (db) If Issuer, Seller shall at any time prior to the Closing Date issue rights or from time warrants to time after all holders of Common Share entitling them (for a period commencing no earlier than the Issue Date, fixes a record date for the effectuation of a split or subdivision of the outstanding Common Shares or the determination of holders of Common Shares entitled to receive such rights or warrants and expiring within 45 days after such record date) to subscribe for or purchase Common Shares at a dividend price per share less than the Current Market Price (as defined in subsection (d) below) of Common Shares on such record date, the Share Price will be adjusted effective as of immediately after such record date so that it shall equal the price determined by multiplying the Share Price in effect immediately prior thereto by a fraction, the numerator of which is the number of Common Shares (c) If Seller shall at any time prior to the Closing Date distribute to all holders of Common Shares any shares of any class of Capital Stock other than Common Shares, evidences of indebtedness or other distribution payable in additional assets (other than cash dividends or distributions out of retained earnings), or shall distribute to holders of Common Shares rights or Common Share Equivalents warrants to subscribe to securities (including the additional Common Shares issuable upon conversion or exercise thereofother than those referred to in subsection (b) above), then in each such case the Share Price shall will be appropriately decreased, as of such record date (or adjusted so that it equals the price determined by multiplying the Share Price in effect immediately prior to the date of such dividenddistribution by a fraction, distribution, split or subdivision if no the numerator of which is the Current Market Price per Common Share on the record date mentioned below less the then fair market value (as determined by the Board of Trust Managers, whose determinations shall be conclusive evidences of such fair market value) of said shares, evidences of indebtedness, assets, rights or warrants or distributions applicable to one Common Share, and the denominator of which is fixed), so that such Current Market Price. Such adjustment will become effective immediately after the number record date for the determination of the holders of Common Shares issuable on exercise of the Warrant shall be increased in proportion entitled to receive such increase in the aggregate number of Common Shares or Common Shares issuable with respect to Common Share Equivalentsdistribution, with the number of Common Shares issuable with respect to Common Share Equivalents determined from time to time in the manner provided for deemed issuances in Section 5.02(c). (e) If the number of Common Shares outstanding at any time after the Issue Date that, if such issuance is decreased by a combination of the outstanding Common Shares, then, following the record date of such combinationnot ultimately made, the Share Price shall be appropriately increased so that readjusted to be equal to the number of Common Shares issuable on exercise of the Warrant shall be decreased Share Price in proportion effect immediately prior to such decrease in the outstanding Common Sharesrecord date. Such adjustment will be made successively whenever such a distribution is made. (fd) The value For the purpose of the consideration received upon the issuance of securities of Issuer shall be determined as follows: computation under subsections (ib) In the case of the issuance of securities of Issuer for cashand (c) above, the amount of consideration received by Issuer for such securities shall "Current Market Price" per Common Share at any date will be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by Issuer for any underwriting or otherwise in connection with the issuance and sale thereof. (ii) In the case of the issuance of securities of Issuer for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined by the Board of Trustees in good faith. (g) Notwithstanding any other provision of this Section 5.02, if at any time the Common Shares have been registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or if Issuer is required for any reason to file reports under Sections 13 or 15(d) of the Exchange Act, then the Share Price shall be equal to: (i) If the Common Shares are traded on a securities exchange or through the Nasdaq National Market, the average of the daily closing prices of price for the Common Shares on such exchange or system over the period of New York Stock Exchange for 20 consecutive trading days period ending the trading day immediately prior to the Exercise Date; or (ii) If the Common Shares are actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the period of 20 commencing 30 trading days ending the trading day immediately prior to the Exercise Datebefore such date.

ADJUSTMENT OF SHARE PRICE. The Share Price shall will be adjusted subject to adjustment from time to time prior to the Final Closing Date as follows: (a) Upon each issuance (or deemed issuance pursuant If Seller shall at any time prior to the provisions hereofFinal Closing Date (i) by Issuer pay a dividend or make any other distribution payable in Common Shares to holders of any Additional class of Capital Stock for of Seller, (ii) subdivide or reclassify the outstanding Common Shares into a price per Share other than greater number of shares or (iii) combine or reclassify the outstanding Common Shares into a smaller number of shares, the Share Price in effect immediately prior to at the issuance (time of the record date for such dividend or deemed issuance) distribution or the effective date of such Additional Stocksubdivision, then the Share Price in effect immediately prior to combination or reclassification will be proportionately adjusted so that each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying such Share Price by a fraction, (i) the numerator of which shall be the number of Common Shares outstanding immediately prior to such issuance, plus the number of Common Shares issuable in respect of Common Share Equivalents outstanding immediately prior to such issuance, plus the number of Common Shares which the aggregate consideration received (or deemed received) by Issuer for such issuance would purchase at the Share Price; and (ii) the denominator of which shall be the number of Common Shares outstanding immediately after such issuance, plus the number of Common Shares issuable in respect of Common Share Equivalents outstanding immediately after such issuance.Buyer (b) No adjustment of the Share Price If Seller shall be made in an amount less than one-half of one cent ($0.005) per Share; provided, that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment to the Share Price. No adjustment of the Share Price pursuant to this Section 5.02 shall have the effect of increasing such Share Price above the Share Price in effect immediately prior to such adjustment. (c) In the case of the issuance (whether before, on or after the Issue Date) of options or Convertible Securities, the following provisions shall apply for all purposes of this Section 5.02: (i) With respect to options to purchase Common Stock, the aggregate maximum number of Common Shares deliverable upon exercise of such options shall be deemed to have been issued at the time such options were issued. (ii) With respect to Convertible Securities and options to purchase Convertible Securities, the aggregate maximum number of Common Shares deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of Common Shares issuable upon the exercise of such options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such options were issued and for a consideration equal to the consideration, if any, received by Issuer for any such Convertible Securities and options, plus the minimum additional consideration, if any, to be received by Issuer upon the conversion or exchange of such Convertible Securities or the exercise of such options and the conversion or exchange of the Convertible Securities issuable upon exercise of such options (the consideration in each case to be determined in the manner provided in Section 5.02(f)). (iii) In the event of any change in the number of Common Shares deliverable or in the consideration payable to Issuer upon exercise of such options or upon conversion or exchange of such Convertible Securities, including a change resulting from the antidilution provisions thereof, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Shares or any payment of such consideration upon the exercise of any such options or the conversion or exchange of such Convertible Securities. (iv) Upon the expiration or termination of any such options or any such rights to convert or exchange Convertible Securities, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such options or upon the conversion or exchange of such Convertible Securities. (v) The number of Common Shares deemed issued and the consideration deemed paid therefor pursuant to Sections 5.02(c)(i) and 5.02(c)(ii) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5.02(c)(iii) or 5.02(c)(iv). (d) If Issuer, at any time prior to the Final Closing Date issue rights or from time warrants to time after all holders of Common Share entitling them (for a period commencing no earlier than the Issue Date, fixes a record date for the effectuation of a split or subdivision of the outstanding Common Shares or the determination of holders of Common Shares entitled to receive a dividend such rights or other distribution payable in additional warrants and expiring within 45 days after such record date) to subscribe for or purchase Common Shares or Common Share Equivalents at a price per share less than the Current Market Price (including the additional as defined in subsection (d) below) of Common Shares issuable upon conversion or exercise thereof)on such record date, then the Share Price shall will be appropriately decreased, adjusted effective as of immediately after such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), so that it shall equal the number price determined by multiplying the Share Price in effect immediately prior thereto by a fraction, the numerator of Common Shares issuable on exercise of the Warrant shall be increased in proportion to such increase in the aggregate number of Common Shares or Common Shares issuable with respect to Common Share Equivalents, with the number of Common Shares issuable with respect to Common Share Equivalents determined from time to time in the manner provided for deemed issuances in Section 5.02(c). (e) If which is the number of Common Shares outstanding at any time after on such record date plus the Issue Date is decreased by a combination number of Common Shares that the aggregate offering price of the Common Shares so offered for subscription or purchase or purchased would purchase at the Current Market Price per Common Share, and the denominator of which is the number of Common Shares outstanding Common Shares, then, following the on such record date plus the number of additional Common Shares which may be purchased upon the exercise of the rights or warrants issued, provided that, if such combinationissuance is not ultimately made, the Share Price shall be appropriately increased so that readjusted to be equal to the number Share Price in effect immediately prior to such record date. Common Shares owned by or held for the account of Seller shall not be deemed outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such rights or warrants are issued. (c) If Seller shall at any time prior to the Final Closing Date distribute to all holders of Common Shares issuable on exercise any shares of the Warrant shall be decreased in proportion to such decrease in the outstanding any class of Capital Stock other than Common Shares. (f) The value , evidences of the consideration received upon the issuance of securities of Issuer shall be determined as follows: (i) In the case of the issuance of securities of Issuer for cash, the amount of consideration received by Issuer for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions indebtedness or other expenses allowed, paid or incurred by Issuer for any underwriting or otherwise in connection with the issuance and sale thereof. assets (ii) In the case of the issuance of securities of Issuer for a consideration in whole or in part other than cash, the consideration other than cash dividends or distributions out of retained earnings), or shall distribute to holders of Common Shares rights or warrants to subscribe to securities (other than those referred to in subsection (b) above), then in each such case the Share Price will be deemed to have a dollar value equal adjusted so that it equals the price determined by multiplying the Share Price in effect immediately prior to the date of such distribution by a fraction, the numerator of which is the Current Market Price per Common Share on the record date mentioned below less the then fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, (as determined by the Board of Trustees in good faith. (gTrust Managers, whose determinations shall be conclusive evidences of such fair market value) Notwithstanding any other provision of this Section 5.02said shares, evidences of indebtedness, assets, rights or warrants or distributions applicable to one Common Share, and the denominator of which is such Current Market Price. Such adjustment will become effective immediately after the record date for the determination of the holders of Common Shares entitled to receive such distribution, provided that, if at any time the Common Shares have been registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934such issuance is not ultimately made, as amended (the “Exchange Act”), or if Issuer is required for any reason to file reports under Sections 13 or 15(d) of the Exchange Act, then the Share Price shall be readjusted to be equal to:to the Share Price in effect (id) If For the purpose of computation under subsections (b) and (c) above, the "Current Market Price" per Common Shares are traded on a securities exchange or through the Nasdaq National Market, Share at any date will be deemed to be the average of the daily closing prices of price for the Common Shares on such exchange or system over the period of New York Stock Exchange for 20 consecutive trading days period ending the trading day immediately prior to the Exercise Date; or (ii) If the Common Shares are actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the period of 20 commencing 30 trading days ending the trading day immediately prior to the Exercise Datebefore such date.

ADJUSTMENT OF SHARE PRICE. The Share Price shall will be adjusted subject to adjustment from time to time prior to the Closing Date as follows: (a) Upon each issuance (or deemed issuance pursuant If Seller shall at any time prior to the provisions hereofClosing Date (i) by Issuer pay a dividend or make any other distribution payable in Common Shares to holders of any Additional class of Capital Stock for of Seller, (ii) subdivide or reclassify the outstanding Common Shares into a price per Share other than greater number of shares or (iii) combine or reclassify the outstanding Common Shares into a smaller number of shares, the Share Price in effect immediately prior to at the issuance (time of the record date for such dividend or deemed issuance) distribution or the effective date of such Additional Stocksubdivision, then combination or reclassification will be proportionately adjusted so that the Share Price in effect immediately prior Investor will be entitled to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying receive upon purchase after such Share Price by a fraction, (i) the numerator of which shall be time the number of Common Shares outstanding that the Investor would have owned or been entitled to receive had such purchase occurred immediately prior to such issuance, plus the number of Common Shares issuable in respect of Common Share Equivalents outstanding immediately prior time. An adjustment made pursuant to such issuance, plus the number of Common Shares which the aggregate consideration received this subsection (or deemed receiveda) by Issuer for such issuance would purchase at the Share Price; and (ii) the denominator of which shall be the number of Common Shares outstanding will become effective immediately after such issuance, plus the number record date in the case of Common Shares issuable in respect of Common Share Equivalents outstanding a dividend or other distribution and will become effective immediately after the effective date of any such issuance. (b) No adjustment of subdivision, combination, reclassification or change, provided that, if such dividend or distribution is not ultimately paid or made, the Share Price shall be made in an amount less than one-half of one cent ($0.005) per Share; provided, that any adjustments which are not required readjusted to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment equal to the Share Price. No adjustment of the Share Price pursuant to this Section 5.02 shall have the effect of increasing such Share Price above the Share Price in effect immediately prior to such adjustmentrecord date. Such adjustment will be made successively whenever any event listed above occurs. (c) In the case of the issuance (whether before, on or after the Issue Date) of options or Convertible Securities, the following provisions shall apply for all purposes of this Section 5.02: (i) With respect to options to purchase Common Stock, the aggregate maximum number of Common Shares deliverable upon exercise of such options shall be deemed to have been issued at the time such options were issued. (ii) With respect to Convertible Securities and options to purchase Convertible Securities, the aggregate maximum number of Common Shares deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of Common Shares issuable upon the exercise of such options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such options were issued and for a consideration equal to the consideration, if any, received by Issuer for any such Convertible Securities and options, plus the minimum additional consideration, if any, to be received by Issuer upon the conversion or exchange of such Convertible Securities or the exercise of such options and the conversion or exchange of the Convertible Securities issuable upon exercise of such options (the consideration in each case to be determined in the manner provided in Section 5.02(f)). (iii) In the event of any change in the number of Common Shares deliverable or in the consideration payable to Issuer upon exercise of such options or upon conversion or exchange of such Convertible Securities, including a change resulting from the antidilution provisions thereof, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Shares or any payment of such consideration upon the exercise of any such options or the conversion or exchange of such Convertible Securities. (iv) Upon the expiration or termination of any such options or any such rights to convert or exchange Convertible Securities, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such options or upon the conversion or exchange of such Convertible Securities. (v) The number of Common Shares deemed issued and the consideration deemed paid therefor pursuant to Sections 5.02(c)(i) and 5.02(c)(ii) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5.02(c)(iii) or 5.02(c)(iv). (db) If Issuer, Seller shall at any time prior to the Closing Date issue rights or from time warrants to time after all holders of Common Share entitling them (for a period commencing no earlier than the Issue Date, fixes a record date for the effectuation of a split or subdivision of the outstanding Common Shares or the determination of holders of Common Shares entitled to receive a dividend such rights or warrants and expiring within 45 days after such record date) to subscribe for or purchase Common Shares at (c) If Seller shall at any time prior to the Closing Date distribute to all holders of Common Shares any shares of any class of Capital Stock other than Common Shares, evidences of indebtedness or other distribution payable in additional assets (other than cash dividends or distributions out of retained earnings), or shall distribute to holders of Common Shares rights or Common Share Equivalents warrants to subscribe to securities (including the additional Common Shares issuable upon conversion or exercise thereofother than those referred to in subsection (b) above), then in each such case the Share Price shall will be appropriately decreased, as of such record date (or adjusted so that it equals the price determined by multiplying the Share Price in effect immediately prior to the date of such dividenddistribution by a fraction, distribution, split or subdivision if no the numerator of which is the Current Market Price per Common Share on the record date mentioned below less the then fair market value (as determined by the Board of Trust Managers, whose determinations shall be conclusive evidences of such fair market value) of said shares, evidences of indebtedness, assets, rights or warrants or distributions applicable to one Common Share, and the denominator of which is fixed), so that such Current Market Price. Such adjustment will become effective immediately after the number record date for the determination of the holders of Common Shares issuable on exercise of the Warrant shall be increased in proportion entitled to receive such increase in the aggregate number of Common Shares or Common Shares issuable with respect to Common Share Equivalentsdistribution, with the number of Common Shares issuable with respect to Common Share Equivalents determined from time to time in the manner provided for deemed issuances in Section 5.02(c). (e) If the number of Common Shares outstanding at any time after the Issue Date that, if such issuance is decreased by a combination of the outstanding Common Shares, then, following the record date of such combinationnot ultimately made, the Share Price shall be appropriately increased so that readjusted to be equal to the number of Common Shares issuable on exercise of the Warrant shall be decreased Share Price in proportion effect immediately prior to such decrease in the outstanding Common Sharesrecord date. Such adjustment will be made successively whenever such a distribution is made. (fd) The value For the purpose of the consideration received upon the issuance of securities of Issuer shall be determined as follows: computation under subsections (ib) In the case of the issuance of securities of Issuer for cashand (c) above, the amount of consideration received by Issuer for such securities shall "Current Market Price" per Common Share at any date will be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by Issuer for any underwriting or otherwise in connection with the issuance and sale thereof. (ii) In the case of the issuance of securities of Issuer for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined by the Board of Trustees in good faith. (g) Notwithstanding any other provision of this Section 5.02, if at any time the Common Shares have been registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or if Issuer is required for any reason to file reports under Sections 13 or 15(d) of the Exchange Act, then the Share Price shall be equal to: (i) If the Common Shares are traded on a securities exchange or through the Nasdaq National Market, the average of the daily closing prices of price for the Common Shares on such exchange or system over the period of New York Stock Exchange for 20 consecutive trading days period ending the trading day immediately prior to the Exercise Date; or (ii) If the Common Shares are actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the period of 20 commencing 30 trading days ending the trading day immediately prior to the Exercise Datebefore such date.

ADJUSTMENT OF SHARE PRICE. The Share Price shall will be adjusted subject to ------------------------- adjustment from time to time prior to the Final Closing Date as follows: (a) Upon each issuance (or deemed issuance pursuant If Seller shall at any time prior to the provisions hereofFinal Closing Date (i) by Issuer pay a dividend or make any other distribution payable in Common Shares to holders of any Additional class of Capital Stock for of Seller, (ii) subdivide or reclassify the outstanding Common Shares into a price per Share other than greater number of shares or (iii) combine or reclassify the outstanding Common Shares into a smaller number of shares, the Share Price in effect immediately prior to at the issuance (time of the record date for such dividend or deemed issuance) distribution or the effective date of such Additional Stocksubdivision, then the Share Price in effect immediately prior combination or reclassification will be proportionately adjusted so that each Buyer will be entitled to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying receive upon purchase after such Share Price by a fraction, (i) the numerator of which shall be time the number of Common Shares outstanding that such Buyer would have owned or been entitled to receive had such purchase occurred immediately prior to such issuance, plus the number of Common Shares issuable in respect of Common Share Equivalents outstanding immediately prior time (subject to such issuance, plus the number of Common Shares which the aggregate consideration received (or deemed received) by Issuer for such issuance would purchase at the Share Price; and Ownership Limitation). An adjustment made pursuant to this subsection (iia) the denominator of which shall be the number of Common Shares outstanding will become effective immediately after such issuance, plus the number record date in the case of Common Shares issuable in respect of Common Share Equivalents outstanding a dividend or other distribution and will become effective immediately after the effective date of any such issuance. (b) No adjustment of subdivision, combination, reclassification or change, provided that, if such dividend or distribution is not ultimately paid or made, the Share Price shall be made in an amount less than one-half of one cent ($0.005) per Share; provided, that any adjustments which are not required readjusted to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment equal to the Share Price. No adjustment of the Share Price pursuant to this Section 5.02 shall have the effect of increasing such Share Price above the Share Price in effect immediately prior to such adjustmentrecord date. Such adjustment will be made successively whenever any event listed above occurs. (c) In the case of the issuance (whether before, on or after the Issue Date) of options or Convertible Securities, the following provisions shall apply for all purposes of this Section 5.02: (i) With respect to options to purchase Common Stock, the aggregate maximum number of Common Shares deliverable upon exercise of such options shall be deemed to have been issued at the time such options were issued. (ii) With respect to Convertible Securities and options to purchase Convertible Securities, the aggregate maximum number of Common Shares deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of Common Shares issuable upon the exercise of such options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such options were issued and for a consideration equal to the consideration, if any, received by Issuer for any such Convertible Securities and options, plus the minimum additional consideration, if any, to be received by Issuer upon the conversion or exchange of such Convertible Securities or the exercise of such options and the conversion or exchange of the Convertible Securities issuable upon exercise of such options (the consideration in each case to be determined in the manner provided in Section 5.02(f)). (iii) In the event of any change in the number of Common Shares deliverable or in the consideration payable to Issuer upon exercise of such options or upon conversion or exchange of such Convertible Securities, including a change resulting from the antidilution provisions thereof, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Shares or any payment of such consideration upon the exercise of any such options or the conversion or exchange of such Convertible Securities. (iv) Upon the expiration or termination of any such options or any such rights to convert or exchange Convertible Securities, the Share Price, to the extent in any way affected by or computed using such options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such options or upon the conversion or exchange of such Convertible Securities. (v) The number of Common Shares deemed issued and the consideration deemed paid therefor pursuant to Sections 5.02(c)(i) and 5.02(c)(ii) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5.02(c)(iii) or 5.02(c)(iv). (db) If Issuer, Seller shall at any time prior to the Final Closing Date issue rights or from time warrants to time after all holders of Common Share entitling them (for a period commencing no earlier than the Issue Date, fixes a record date for the effectuation of a split or subdivision of the outstanding Common Shares or the determination of holders of Common Shares entitled to receive a dividend such rights or other distribution payable in additional warrants and expiring within 45 days after such record date) to subscribe for or purchase Common Shares or Common Share Equivalents at a price per share less than the Current Market Price (including the additional as defined in subsection (d) below) of Common Shares issuable upon conversion or exercise thereof)on such record date, then the Share Price shall will be appropriately decreased, adjusted effective as of immediately after such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), so that it shall equal the number price determined by multiplying the Share Price in effect immediately prior thereto by a fraction, the numerator of Common Shares issuable on exercise of the Warrant shall be increased in proportion to such increase in the aggregate number of Common Shares or Common Shares issuable with respect to Common Share Equivalents, with the number of Common Shares issuable with respect to Common Share Equivalents determined from time to time in the manner provided for deemed issuances in Section 5.02(c). (e) If which is the number of Common Shares outstanding at any time after on such record date plus the Issue Date is decreased by a combination number of Common Shares that the aggregate offering price of the Common Shares so offered for subscription or purchase or purchased would purchase at the Current Market Price per Common Share, and the denominator of which is the number of Common Shares outstanding Common Shares, then, following the on such record date plus the number of additional Common Shares which may be purchased upon the exercise of the rights or warrants issued, provided that, if such combinationissuance is not ultimately made, the Share Price shall be appropriately increased so that readjusted to be equal to the number Share Price in effect immediately prior to such record date. Common Shares owned by or held for the account of Seller shall not be deemed outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such rights or warrants are issued. (c) If Seller shall at any time prior to the Final Closing Date distribute to all holders of Common Shares issuable on exercise any shares of the Warrant shall be decreased in proportion to such decrease in the outstanding any class of Capital Stock other than Common Shares. (f) The value , evidences of the consideration received upon the issuance of securities of Issuer shall be determined as follows: (i) In the case of the issuance of securities of Issuer for cash, the amount of consideration received by Issuer for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions indebtedness or other expenses allowed, paid or incurred by Issuer for any underwriting or otherwise in connection with the issuance and sale thereof. assets (ii) In the case of the issuance of securities of Issuer for a consideration in whole or in part other than cash, the consideration other than cash dividends or distributions out of retained earnings), or shall distribute to holders of Common Shares rights or warrants to subscribe to securities (other than those referred to in subsection (b) above), then in each such case the Share Price will be deemed to have a dollar value equal adjusted so that it equals the price determined by multiplying the Share Price in effect immediately prior to the date of such distribution by a fraction, the numerator of which is the Current Market Price per Common Share on the record date mentioned below less the then fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, (as determined by the Board of Trustees in good faith. (gTrust Managers, whose determinations shall be conclusive evidences of such fair market value) Notwithstanding any other provision of this Section 5.02said shares, evidences of indebtedness, assets, rights or warrants or distributions applicable to one Common Share, and the denominator of which is such Current Market Price. Such adjustment will become effective immediately after the record date for the determination of the holders of Common Shares entitled to receive such distribution, provided that, if at any time the Common Shares have been registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934such issuance is not ultimately made, as amended (the “Exchange Act”), or if Issuer is required for any reason to file reports under Sections 13 or 15(d) of the Exchange Act, then the Share Price shall be readjusted to be equal to:to the Share Price in effect immediately prior to such record date. Such adjustment will be made successively whenever such a distribution is made. (id) If For the purpose of computation under subsections (b) and (c) above, the "Current Market Price" per Common Shares are traded on a securities exchange or through the Nasdaq National Market, Share at any date will be deemed to be the average of the daily closing prices of price for the Common Shares on such exchange or system over the period of New York Stock Exchange for 20 consecutive trading days period ending the trading day immediately prior to the Exercise Date; or (ii) If the Common Shares are actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the period of 20 commencing 30 trading days ending the trading day immediately prior to the Exercise Datebefore such date.