Common use of Adjustment of Shares Clause in Contracts

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. The number and kind of securities issuable upon exercise of a Warrant or to be delivered upon the redemption of Warrants hereunder shall be subject to adjustment from time to time upon the happening of certain events (“Adjustment Event”), as follows: (a) If the Company shall, at any time prior to the complete exercise of the Warrants evidenced hereby, declare or pay to the holders of its outstanding Shares, a dividend payable in any kind of shares of stock or other securities of the Company, or in property, or otherwise than in cash, the Registered Holder upon thereafter exercising the Warrants evidenced hereby as herein provided shall be entitled to receive for the Exercise Price, in addition to one Warrant Share, such additional share or shares of stock or scrip representing fractions of a share or other securities or property as the Registered Holder would have received in the form of such dividend if he had been the holder of record of such Warrant Share on the record date for the determination of common stockholders entitled to receive such dividend. (b) If the Company shall, while unexercised Options are outstanding any Warrants evidenced hereby remain in force, effect a recapitalization of such character that the Shares covered hereby shall be changed into or become exchangeable for a larger or smaller number of shares, then thereafter, the number of Shares which the Registered Holder shall be entitled to purchase hereunder, there shall be any increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of issued Shares of the Company by reason of such recapitalization, and outstanding shares the Exercise Price (per Share) shall in the case of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made an increase in the number of Shares be proportionately reduced, and in the exercise price per Share thereof then subject to this Option, so that the same proportion case of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or a decrease in the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transactionshares be proportionately increased. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock In case of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations reorganization of the Company convertible into such shares (or any other corporation the stock or other securitiessecurities of which are at the time receivable upon exercise of a Warrant) or in case the Company (or any such other corporation) shall merge into or with or consolidate with another corporation or convey all or substantially all of its assets to another corporation or enter into a business combination of any form as a result of which the Shares or other securities receivable upon exercise of a Warrant are converted into other stock or securities of the same or another corporation, then and in each such case, the Registered Holder of a Warrant, upon exercise of the purchase right at any time after the consummation of such reorganization, consolidation, merger, conveyance or combination, shall not affectbe entitled to receive, in lieu of the Shares or other securities to which such Registered Holder would have been entitled had he exercised the purchase right immediately prior thereto, such stock and no adjustment by reason thereof shall be made securities which such Registered Holder would have owned immediately after such event with respect to the number of or exercise price of Shares then subject and other securities for which a Warrant may have been exercised immediately before such event had the Registered Holder exercised the Warrant immediately prior to this Optionsuch event. (d) Without limiting In case the generality Company shall at any time prior to the exercise of a Warrant evidenced hereby make any distribution of its assets to holders of its Shares by way of a liquidating or partial liquidating dividend or by way of a return of capital, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the foregoingstate of its incorporation, then the Registered Holder upon thereafter exercising such Warrant as herein provided after the date of record for the determination of those holders of Shares entitled to such distribution of assets, shall be entitled to receive for the Exercise Price, in addition to a Warrant Share, the existence amount of this Option shall not affect in any manner such assets (or at the right or power option of the Company, a sum equal to the value thereof at the time of such distribution to holders of Shares as such value is determined by the Board of Directors of the Company in good faith) which would have been payable to make, authorize or consummate the Registered Holder had he been the holder of record of such Warrant Share receivable upon exercise of such Warrant on the record date for the determination of those entitled to such distribution. The Company shall mail to the holder of this Certificate at least twenty (i20) days prior to any or all adjustments, recapitalizations, reorganizations Adjustment Event a notice specifying the date on which any such Adjustment Event is to occur together with a description thereof. In each case of an adjustment in the Shares or other changes in securities receivable upon the Company's capital structure or its business; (ii) any merger or consolidation exercise of the Company; (iii) any issue by a Warrant, the Company shall promptly notify the Registered Holder of debt securities, or preferred or preference stock that would rank above such adjustment. Such notice shall set forth the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwisefacts upon which such adjustment is based.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (dc) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderprior to the expiration or exercise in full of the Option, there shall be any increase or decrease in the number of issued and outstanding shares of the Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesthe Common Stock, then and in such event event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) appropriate adjustment shall be made in the number of Shares Shares, and the exercise price per Share thereof then subject to this thereof, that remain unexercised under the Option, so that the same proportion percentage of the Company's issued and outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) . Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or of upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion conversions of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of the Shares then subject to this that remain unexercised under the Option. (d) . Without limiting the generality of the foregoing, the existence of this unexercised Shares under the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this issuable upon exercise of the Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while an unexercised Options are Option is outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate proportionate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (dc) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderoutstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesShares, then and in such event event, appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this any outstanding Option, so that the same proportion percentage of the Company's issued and outstanding shares Shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company Committee or the Board may change the terms of Options outstanding under this OptionAgreement, with respect to the exercise option price or the number of Shares subject to this Optionthe Options, or both, when, in the CompanyCommittee's or Board's sole discretion, such adjustments become appropriate by reason of any significant corporate transactionso as to preserve but not increase benefits under this Agreement. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of for Shares then subject to outstanding Options granted under this OptionAgreement. (d) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares shares of Stock and the exercise price Option Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's issued and outstanding shares of Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company compensation Committee of the Company's Board of Directors (the "COMPENSATION COMMITTEE") may change the terms of this Option, Option with respect to the exercise price Option Price or the number of Shares subject to this the Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(b) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price Option Price for shares of Shares Stock then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares Common Stock subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares and the exercise price Exercise Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's ’s issued and outstanding shares Shares shall remain subject to purchase at the same aggregate exercise priceExercise Price. (b) The Company may change the terms of this Option, Option with respect to the exercise price Exercise Price or the number of Shares subject to this the Option, or both, when, in the Company's ’s sole discretion, such adjustments become appropriate by reason of any significant corporate transactionso as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company’s assets or any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, or where the securities of the another corporation, or its parent company, are issued to the Company’s shareholders, then the other corporation or a parent of the other corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the other corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall become immediately exercisable pursuant to Section 10 hereof. (d) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of Exercise Price for Shares then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's ’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. If (ai) If the Company shall at any time while unexercised Options be involved in a merger or other transaction in which the Shares are outstanding hereunderchanged or exchanged; (ii) the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, there other securities or other property; (iii) the Company shall be effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the fair market value of a Share at the time the dividend is declared, or the Company shall effect any increase other dividend or decrease other distribution on the Shares in the number form of issued and outstanding shares cash, or a repurchase of Common Stock through Shares, that the declaration Board of Directors of the Company (the “Board”) determines by resolution is special or extraordinary in nature or that is in connection with a stock dividend transaction that is a recapitalization or through reorganization involving the Shares; (iv) the Company shall at any recapitalization resulting time undergo a recapitalization, combination, reclassification or other distribution of Shares without receipt of consideration by the Company; or (v) any other event shall occur, which, in a stock split-upthe case of this subsection (v), combination in the judgment of the Board necessitates an adjustment to prevent dilution or exchange enlargement of sharesthe benefits or potential benefits intended to be made available under this Option, then and then, in each case, the Board shall, in such manner as it may deem equitable, adjust any or all of: (i) the number and type of Shares (including the number and type of Shares that may be issued pursuant to incentive stock options), (ii) the grant, purchase, or exercise price with respect to this Option, and (iii) the performance goals established under this Option. In any of the circumstances described in the preceding paragraph, the Board may also make provision for a cash payment, in an amount determined by the Board, to the holder of this Option in exchange for the cancellation of all or a portion of the Option (without consent from you or anyone else with an interest in this Option), effective at such time as the Board specifies (which may be the time such transaction or event appropriate is effective); provided that any such adjustment shall be made in manner that permits the number of Shares and the exercise price per Share thereof then subject Option to this Option, so that the same proportion continue to be exempt from Section 409A of the Company's issued and outstanding shares shall remain subject to purchase at Internal Revenue Code (the same aggregate exercise price. (b) The Company may change the terms of this Option“Code”). Further, with respect to the exercise price or the number of Shares subject to this Option, or both, whenOption must always be a whole number. Without limitation, in the Company's sole discretion, such adjustments become appropriate by reason event of any significant reorganization, merger, consolidation, combination or other similar corporate transaction. (c) Except as otherwise expressly provided hereintransaction or event, whether or not constituting an Acquisition Event, other than any such transaction in which the Company is the continuing corporation and in which Shares are not being converted into or exchanged for different securities, cash or other property, or any combination thereof, the issuance by Board may substitute, on an equitable basis as the Company of shares of its capital stock of any classBoard determines, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares for each Share then subject to this Option. (d) Without limiting , the generality number and kind of shares of stock, other securities, cash or other property to which holders of Shares are or will be entitled in respect of each Share pursuant to the transaction. Notwithstanding the foregoing, in the existence case of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or subdivision or combination of the Shares (including a reverse stock split), if no action is taken by the Board, adjustments contemplated by this section that are proportionate shall nevertheless automatically be made as of the date of such stock dividend or subdivision or combination of the Shares. Acquisition Event or Cash-Out of Options Upon an Acquisition Event (as defined below), the Board may, in its discretion, determine that this Option shall not affect vest or be deemed to have been earned in any manner the right or power of the Company to makefull, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.and:

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderprior to the expiration or exercise in full of the Option, there shall be any increase or decrease in the number of issued and outstanding shares of the Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesthe Common Stock, then and in such event event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) appropriate adjustment shall be made in the number of Shares Shares, and the exercise price per Share thereof then subject to this thereof, that remain unexercised under the Option, so that the same proportion percentage of the Company's issued and outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) . Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or of upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion conversions of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of the Shares then subject to this that remain unexercised under the Option. (d) . Without limiting the generality of the foregoing, the existence of this unexercised Shares under the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this issuable upon exercise of the Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares and the exercise price Exercise Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's ’s issued and outstanding shares Shares shall remain subject to purchase at the same aggregate exercise priceExercise Price. (b) The Company may change the terms of this Option, Option with respect to the exercise price Exercise Price or the number of Shares subject to this the Option, or both, when, in the Company's sole discretion, when such adjustments become appropriate by reason so as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company’s assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, or where the securities of the another corporation, or its parent company, are issued to the Company’s shareholders, then the other corporation or a parent of the other corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the other corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(b) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of Exercise Price for Shares then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's ’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares shares of Stock and the exercise price Option Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's issued and outstanding shares of Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company Compensation Committee may change the terms of this Option, Option with respect to the exercise price Option Price or the number of Shares subject to this the Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(c) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.be

Adjustment of Shares. (a) If at In the event that any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through are redeemed, repurchased, retired or otherwise cease to be outstanding after the declaration date of a this Agreement, or in the event of any exercise of stock dividend options held by employees or through any recapitalization resulting in a stock split-up, combination or exchange directors of shares, then and in such event appropriate adjustment shall be made in the Company the number of Shares shares of Common Stock subject to the Option shall be decreased or increased, as appropriate, so that, after such redemption, repurchase, retirement or exercise or other action, such number equals 19.9% of the number of shares of Common Stock then issued and the exercise price per Share thereof then outstanding without giving effect to any shares subject to or issued pursuant to this Option. Nothing contained in this Section 5(a) or elsewhere in this Agreement shall be deemed to authorize the Company or the Parent to redeem, so that the same proportion repurchase or retire shares in breach of any provision of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise priceMerger Agreement. (b) The Company may change the terms of this Option, with respect In addition to the exercise price or adjustment in the number of Shares subject shares of Common Stock that are purchasable upon exercise of the Option pursuant to Section 5(a) of this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided hereinAgreement, the issuance by the Company number of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or Common Stock purchasable upon the exercise of rights or warrants the Option and the Option Price shall be subject to subscribe thereforadjustment from time to time as provided in this Section 5(b). In the event of any change in, or upon conversion distributions in respect of, the Common Stock by reason of shares stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares, distributions on or obligations in respect of the Company convertible into Common Stock the type and number of Option Shares purchasable upon exercise hereof and the Option Price shall be appropriately adjusted in such shares or other securities, manner as shall not affect, fully preserve the economic benefits provided hereunder and no adjustment by reason thereof proper provision shall be made with respect to the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner agreement governing any such transaction to provide for such proper adjustment and the right or power full satisfaction of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwiseobligations hereunder.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate proportionate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (dc) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderan Option is outstanding, there shall be the Corporation in any increase manner subdivides or decrease in combines the number of issued and outstanding shares of any class of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesStock, then and in such event appropriate adjustment shall be made in the number of Shares shares of Class C Common Stock and the exercise price per Share thereof share then subject to this such Option, so that the same proportion percentage of the CompanyCorporation's issued and outstanding shares of Class C Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided hereinin Section 8.6(a), the issuance by the Company Corporation of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares shares of Stock then subject to this any Option. (dc) Without limiting the generality of the foregoing, the existence of this any Option shall not affect in any manner the right or power of the Company Corporation and/or the Shareholder to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the CompanyCorporation's capital structure or its business; (ii) any merger or consolidation of the CompanyCorporation; (iii) any issue by the Company Corporation of debt or equity securities, or including but not limited to preferred or preference stock that would rank above the Shares shares of Stock subject to this Option; (iv) the dissolution or liquidation of the CompanyCorporation; (v) any sale, transfer or assignment of all or any part of the assets or business of the CompanyCorporation; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. The Corporation in its sole discretion may, by giving written notice ("Cancellation Notice") cancel, upon the date of the consummation of (i) any transaction (which shall include a series of transactions occurring within 180 days or occurring pursuant to a plan), other than an IPO, that has the result that shareholders of the Corporation immediately before such transaction cease to own at least 51 percent of the voting stock of the Corporation or of any entity that results from the participation of the Corporation in a reorganization, consolidation, merger, liquidation or any other form of corporate transaction (ii) any merger, consolidation, reorganization, liquidation or dissolution in which the Corporation does not survive, or (iii) the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation, any Option that remains unexercised on such date (each a "Specified Corporate Transaction"). The Cancellation Notice shall be given a reasonable period of time prior to the proposed date of cancellation and may be given either before or after any required shareholder approval of such Specified Corporation Transaction. Notwithstanding Section 8.2 hereof, all Options shall become immediately and fully exercisable immediately prior to any Specified Corporate Transaction in order to permit the exercise prior to the cancellation thereof. The Corporation shall also have the right to accelerate the vesting of all or part of any or all Options for any other reason in its sole discretion.

Adjustment of Shares. (a) If at any time after the Date of Grant while any unexercised Options are outstanding hereunderportion of the Option is outstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesShares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this of such outstanding portion of the Option, so that the same proportion of the Company's ’s issued and outstanding shares Shares shall remain continue to be subject to purchase at the same aggregate exercise price. (b) The Company Committee may change the terms of this Option, any outstanding portion of the Option with respect to the exercise price or the number of Shares subject to this the Option, or both, when, in the Company's its sole discretion, such adjustments become adjustment becomes appropriate by reason of any significant corporate transactiontransaction (as defined in Treasury Regulation Section 1.425-1(a)(1)(ii)). (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this any outstanding portion of the Option. (d) Without limiting the generality of the foregoing, the existence of this any outstanding portion of the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i1) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's ’s capital structure or its business; (ii2) any merger or consolidation of the Company; (iii3) any issue issuance by the Company of debt securities, or preferred or preference stock that which would rank above the Shares subject to this Optionoutstanding Options; (iv4) the dissolution or liquidation of the Company; (v5) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi6) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthe Option is outstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesShares, then and in such event event, appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this any outstanding portion of the Option, so that the same proportion percentage of the Company's issued and outstanding shares Shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company Committee or the Board may change the terms of this the Option, with respect to the exercise option price or the number of Shares subject to this Optionthe Options, or both, when, in the CompanyCommittee's or Board's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase benefits under this Agreement. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Committee or the Board, assume the outstanding portion of the Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Committee or the Board does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(b) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of for Shares then subject to this the Option. (de) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderprior to the expiration or exercise in full of the Option, there shall be any increase or decrease in the number of issued and outstanding shares of the Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesthe Common Stock, then and in such event event, appropriate adjustment shall be made in the number of Shares Shares, and the exercise price per Option Share thereof then subject to this thereof, that remain unexercised under the Option, so that the same proportion percentage of the Company's issued and outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of the Shares then subject to this that remain unexercised under the Option. (dc) Without limiting the generality of the foregoing, the existence of this unexercised Shares under the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or to preference stock that would rank above the Shares subject to this issuable upon exercise of the Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares shares of Stock and the exercise price Option Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's issued and outstanding shares of Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, Option with respect to the exercise price Option Price or the number of Shares subject to this the Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(c) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price Option Price for shares of Shares Stock then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares Common Stock subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares shares of Stock and the exercise price Option Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's issued and outstanding shares of Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company Compensation Committee may change the terms of this Option, Option with respect to the exercise price Option Price or the number of Shares subject to this the Option, or both, when, in the CompanyCompensation Committee's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(c) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.be

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares shares of Stock and the exercise price Option Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's issued and outstanding shares of Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company Compensation Committee may change the terms of this Option, Option with respect to the exercise price Option Price or the number of Shares shares of Stock subject to this the Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(b) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price Option Price for shares of Shares Stock then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares Common Stock subject to this Option; outstanding (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderprior to the expiration or exercise in full of the Warrant, there shall be any increase or decrease in the number of issued and outstanding shares of the Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesthe Common Stock, then and in such event event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to Warrant; and (ii) appropriate adjustment shall be made in the number of Shares Shares, and the exercise price per Share thereof then subject to this Optionthereof, that remain unexercised under the Warrant, so that the same proportion percentage of the Company's issued and outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) . Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or of upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion conversions of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of the Shares then subject to this Option. (d) that remain unexercised under the Warrant. Without limiting the generality of the foregoing, the existence of this Option unexercised Shares under the Warrant shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Optionissuable upon exercise of the Warrant; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at In the event of any time while unexercised Options are change in the outstanding hereunderCommon Stock by reason of a stock split, there stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board shall be any increase or decrease in adjust proportionally the number of issued and outstanding shares of Common Stock through covered by the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares Option and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's Option. In the event of any other change affecting Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments as may be deemed equitable by the Board, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. In the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board shall be authorized to issue or assume stock options by means of substitution of new options for previously issued and outstanding shares shall remain subject to purchase at the same aggregate exercise priceoptions or an assumption of previously issued options. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of Shares shares then subject to this the Option. (dc) Without limiting the generality of the foregoing, the existence of this the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i1) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's ’s capital structure or its business; (ii2) any merger or consolidation of the Company; (iii3) any issue by the Company of debt securities, securities or preferred or preference stock that which would rank above the Shares subject to this OptionCommon Stock; (iv4) the dissolution or liquidation of the Company; (v5) any sale, transfer or assignment of all or any part of the assets or business of the Company or any subsidiary of the Company; or (vi6) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderprior to the expiration or exercise in full of the Option, there shall be any increase or decrease in the number of issued and outstanding shares of the Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesthe Common Stock, then and in such event event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant, so that the same percentage of the Company’s issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) appropriate adjustment shall be made in the number of Shares Shares, and the exercise price per Share thereof then subject to this thereof, that remain unexercised under the Option, so that the same proportion percentage of the Company's ’s issued and outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) . Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or of upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion conversions of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of the Shares then subject to this that remain unexercised under the Option. (d) . Without limiting the generality of the foregoing, the existence of this unexercised Shares under the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's ’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this issuable upon exercise of the Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then then, and in such event event, appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderan Option is outstanding, there shall be the Corporation in any increase manner subdivides or decrease in combines the number of issued and outstanding shares of any class of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesStock, then and in such event appropriate adjustment shall be made in the number of Shares shares of Class C Common Stock and the exercise price per Share thereof share then subject to this such Option, so that the same proportion percentage of the CompanyCorporation's issued and outstanding shares of Class C Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided hereinin Section 8.6(a), the issuance by the Company Corporation of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares shares of Stock then subject to this any Option. (dc) Without limiting the generality of the foregoing, the existence of this any Option shall not affect in any manner the right or power of the Company Corporation and/or the Shareholder to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the CompanyCorporation's capital structure or its business; (ii) any merger or consolidation of the CompanyCorporation; (iii) any issue by the Company Corporation of debt or equity securities, or including but not limited to preferred or preference stock that would rank above the Shares shares of Stock subject to this Option; (iv) the dissolution or liquidation of the CompanyCorporation; (v) any sale, transfer or assignment of all or any part of the assets or business of the CompanyCorporation; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.. The Corporation in its sole discretion may, by giving written notice ("Cancellation Notice") cancel, upon the date of the consummation of (i) any transaction (which shall include a series of transactions occurring within 180 days or occurring pursuant to a plan), other than an IPO, that has the result that shareholders of the Corporation immediately before such transaction cease to own at least 51 percent of the voting stock of the Corporation or of any entity that results from the participation of the Corporation in a reorganization, consolidation, merger, liquidation or any other form of corporate transaction (ii) any merger, consolidation, reorganization, liquidation or dissolution in which the Corporation does not survive, or (iii) the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation, any Option that remains unexercised on such date (each a "Specified Corporate Transaction"). The Cancellation Notice shall be given a reasonable period of time prior to the proposed date of cancellation and may be given either before or after any required shareholder approval of such Specified

Adjustment of Shares. (a) If at Subject to any time while unexercised Options are outstanding required action by the shareholders of the Company, the number of Shares covered by this Option, and the aggregate number of Shares which have been authorized for issuance hereunder, there as well as the exercise price per share of Common Stock covered by this Option, shall be appropriately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of resulting from a stock dividend or through any recapitalization resulting in a recapitalization, reclassification, stock split-up, combination or exchange of shares, then and in Common Stock (other than any such event appropriate adjustment exchange or issuance of Common Stock through which Common Stock is issued to effect an acquisition of another business or entity or the Company's purchase of Common Stock to exercise a "call" purchase option). Such adjustments shall be made by the Committee, whose determination in the number of Shares this respect shall be final, binding and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise priceconclusive. (b) The Company Committee may change the terms of this OptionOptions outstanding under the Plan, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the CompanyCommittee's sole judgment and discretion, such adjustments become appropriate by reason of any significant corporate transactiona Change of Control. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into or exchangeable for shares of its capital stock of any class, either in connection with a direct or underwritten sale or upon the exercise of rights or warrants to subscribe therefortherefor or purchase such shares, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate consummate: (i) any or all adjustments, recapitalizations, reclassifications, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the CompanyCompany or to which the Company is a party; (iii) any issue issuance by the Company of debt securities, or preferred or preference stock stock, that would rank senior to or above the Shares subject to this Optionoutstanding Options; (iv) any purchase or issuance by the Company of Shares or other classes of common stock or common equity securities; (v) the dissolution or liquidation of the Company; (vvi) any sale, transfer transfer, encumbrance, pledge or assignment of all or any part of the assets or business of the Company; or (vivii) any other corporate act or proceeding, whether of a similar character or otherwise. (e) The Optionee shall receive written notice within a reasonable time prior to the consummation of such action advising the Optionee of any of the foregoing. The Committee may, in the exercise of its sole discretion, in such instances declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise her or his Option.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthe Option is outstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company (the "Company Shares") through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of the Company shares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion percentage of the Company's issued and outstanding Company shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this OptionAgreement, with respect to the exercise option price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transactionso as to preserve but not increase benefits under this Agreement. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of for Shares then subject to this Option.outstanding Options granted under the Agreement (d) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this the Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (aA) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (bB) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (cC) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares CORPDAL:57920.1 28835-00003 of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (dD) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderoutstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesShares, then and in such event event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant under the Plan, or available for grant to any person under the Plan, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this any outstanding Option, so that the same proportion percentage of the Company's issued and outstanding shares Shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company Unless otherwise provided in any Option, the Committee or the Board may change the terms of Options outstanding under this OptionAgreement, with respect to the exercise option price or the number of Shares subject to this Optionthe Options, or both, when, in the CompanyCommittee's or Board's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase benefits under this Agreement. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Committee or the Board, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Committee or the Board does not consent to such an assumption or substitution, then each Option shall terminate upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of for Shares then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares shares of Stock and the exercise price Option Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's issued and outstanding shares of Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company Compensation Committee may change the terms of this Option, Option with respect to the exercise price Option Price or the number of Shares shares of Stock subject to this the Option, or both, when, in the Company's ’s sole discretion, such adjustments become appropriate by reason so as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company’s assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company’s shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(b) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price Option Price for shares of Shares Stock then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares Common Stock subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderthis Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares shares of Stock and the exercise price Option Price per Share share thereof then subject to this Optionany outstanding Options, so that the same proportion percentage of the Company's issued and outstanding shares of Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company compensation Committee of the Company's Board of Directors (the "Compensation Committee") may change the terms of this Option, Option with respect to the exercise price Option Price or the number of Shares subject to this the Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase the benefits under the Option. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 5(b) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price Option Price for shares of Shares Stock then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares Common Stock subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, merger, consolidation, liquidation or any combination or exchange of shares, then then, and in such event event, appropriate adjustment shall be made in the number of Shares shares of Stock and the exercise price per Share share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares shares of Stock subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares Stock then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares Stock subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (aA) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (bB) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (cC) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (dD) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the CORPDAL:57914.1 28835-00003 Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while an unexercised Options are outstanding hereunderportion of the Option is outstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesshares of Common Stock, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this the Option, so that the same proportion percentage of the Company's issued and outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company Board may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, Option when, in the CompanyBoard's sole discretion, such adjustments become appropriate by reason of any significant a corporate transactiontransaction described in Subsections 3(a), (b), or (c) hereof. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this the Option. (d) Without limiting the generality of the foregoing, the existence of this the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, securities or preferred or preference stock that would rank above the Shares subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwiseotherwise or would otherwise prohibit the registration of the Common Stock with the United States Securities and Exchange Commission.

Adjustment of Shares. (aA) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (bB) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (cC) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares CORPDAL:57921.1 28835-00003 of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (dD) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderoutstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesShares, then and in such event event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant under the Plan, or available for grant to any person under the Plan, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this any outstanding Option, so that the same proportion percentage of the Company's issued and outstanding shares Shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company Unless otherwise provided in any Option, the Committee or the Board may change the terms of Options outstanding under this OptionAgreement, with respect to the exercise option price or the number of Shares subject to this Optionthe Options, or both, when, in the CompanyCommittee's or Board's sole discretion, such adjustments become appropriate by reason so as to preserve but not increase benefits under this Agreement. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Committee or the Board, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Committee or the Board does not consent to such an assumption or substitution, then each Option shall terminate upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of for Shares then subject to outstanding Options granted under this OptionAgreement. (de) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Option Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (iI) any or all adjustmentsadjust ments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at In the event of any time while unexercised Options are change in the outstanding hereunderCommon Stock by reason of a stock split, there stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board shall be any increase or decrease in adjust proportionally the number of issued and outstanding shares of Common Stock through covered by the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares Option and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's Option. In the event of any other change affecting Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments as may be deemed equitable by the Board, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. In the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board shall be authorized to issue or assume stock options by means of substitution of new options for previously issued and outstanding shares shall remain subject to purchase at the same aggregate exercise priceoptions or an assumption of previously issued options. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of Shares shares then subject to this the Option. (dc) Without limiting the generality of the foregoing, the existence of this the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i1) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii2) any merger or consolidation of the Company; (iii3) any issue by the Company of debt securities, securities or preferred or preference stock that which would rank above the Shares subject to this OptionCommon Stock; (iv4) the dissolution or liquidation of the Company; (v5) any sale, transfer or assignment of all or any part of the assets or business of the Company or any subsidiary of the Company; or (vi6) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If In the event, at any time while unexercised Options are outstanding hereunderor from time to time, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a dividend, stock split, spin-upoff, combination or exchange of shares, then and recapitalization, merger, consolidation, statutory share exchange, distribution to shareholders other than a normal cash dividend, or other change in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and corporate or capital structure results in (i) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or (ii) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, or (iii) in the event of the declaration of a dividend payable in cash that has a material effect on the price of issued shares, then the Committee shall remain make proportional adjustments in (A) the maximum number and kind of securities available for issuance under the Plan; (B) the maximum numbers and kind of securities set forth in Section 15.3; and (C) the number and kind of securities that are subject to purchase at any outstanding Award and the same aggregate exercise priceper share price of such securities. The determination by the Committee, as to the terms of any of the foregoing adjustments, shall be conclusive and binding. (b) The Company may change adjustments described in Section 14.1, if any, and any determinations or interpretations made by the Committee as to whether any adjustment shall be made, including any determination of whether a distribution is other than a normal cash dividend or is a cash dividend that will have a material effect on the price of issued shares, and the terms of this Optionany of the foregoing adjustments, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transactionshall be conclusive and binding. (c) Except as otherwise expressly provided hereinNotwithstanding the foregoing, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, for cash or property, or for labor or services rendered, either in connection with upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of to, outstanding Awards. Also notwithstanding the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the a dissolution or liquidation of the Company; (v) any saleCompany or a Company Transaction shall not be governed by this Section 14.1 but shall be governed by Section 14.2 or Section 14.3, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwiserespectively.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderprior to the expiration or exercise in full of the Option, there shall be any increase or decrease in the number of issued and outstanding shares of the Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesthe Common Stock, then and in such event event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) appropriate adjustment shall be made in the number of Shares Shares, and the exercise price per Share thereof then subject to this thereof, that remain unexercised under the Option, so that the same proportion percentage of the Company's issued and outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) . Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or of upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion conversions of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of the Shares then subject to this that remain unexercised under the Option. (d) . Without limiting the generality of the foregoing, the existence of this unexercised Shares under the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizationsrecaritalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this issuable upon exercise of the Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while unexercised Options are outstanding hereunderprior to the expiration or exercise in full of the Option, there shall be any increase or decrease in the number of issued and outstanding shares of the Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesthe Common Stock, then and in such event event, appropriate adjustment shall be made in the number of Shares Shares, and the exercise price per Share thereof then subject to this thereof, that remain unexercised under the Option, so that the same proportion percentage of the Company's issued and outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or of upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion conversions of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of the Shares then subject to this that remain unexercised under the Option. (dc) Without limiting the generality of the foregoing, the existence of this unexercised Shares under the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in change sin the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this issuable upon exercise of the Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustment of Shares. (a) If at any time while the Plan is in effect or unexercised Options are outstanding hereunderoutstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of sharesShares, then and in such event that event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant under the Plan, or available for grant to any person under the Plan, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) the Board or the Committee may, in its discretion, make any adjustments it deems appropriate in the number of Shares and the exercise price per Share thereof then subject to this any outstanding Option, so that the same proportion percentage of the Company's issued and outstanding shares Shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company Unless otherwise provided in any Option Agreement, the Committee may change the terms of Options outstanding under this OptionPlan, with respect to the exercise option price or the number of Shares subject to this Optionthe Options, or both, when, in the CompanyCommittee's sole discretion, such adjustments become appropriate by reason so as to preserve benefits under the Plan. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any significant reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Committee or the Board, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Committee or the Board does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 9(b) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (cd) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to to, the number of or exercise price of for Shares then subject to this Optionoutstanding Options granted under the Plan. (de) Without limiting the generality of the foregoing, the existence of this Option outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Optionoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.