Common use of Adjustments for Recapitalization Clause in Contracts

Adjustments for Recapitalization. In case the Borrower at any time on or after the date hereof shall: (A) pay a dividend or make a distribution in shares of common stock to holders of its capital stock of any class, (B) subdivide its outstanding shares of common stock into a larger number of shares, (C) combine its outstanding shares of common stock into a smaller number of shares, (D) pay a dividend or make a distribution to holders of its common stock in (1) shares of its capital stock other than common stock, (2) assets (excluding cash dividends) or rights, or (3) warrants to subscribe for or purchase any of its securities (collectively, "Other Securities or Assets"), then the Conversion Price shall be adjusted to that price determined by multiplying the Conversion Price in effect immediately prior to such event by a fraction (x) the numerator of which shall be the total number of outstanding shares of common stock of the Borrower immediately prior to such event, and (y) the denominator of which shall be the total number of outstanding shares of common stock of the Company immediately after such event; provided that if the Borrower shall pay a dividend or make a distribution on its common stock in Other Securities or Assets, the Conversion Price shall be adjusted to the price obtained by multiplying the price then subject to adjustment by a fraction (x) the numerator of which shall be the Per Share Market Price of the common stock on the record date for such dividend or distribution, less the fair market value (on a per share of common stock basis and as determined in good faith by the Board of Directors of the Borrower) of the Other Securities or Assets so distributed, and (y) the denominator of which shall be the Per Share Market Price of the common stock on the record date for such dividend or distribution. Any adjustment made pursuant to this paragraph shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision, combination or reclassification.

Adjustments for Recapitalization. In case the Borrower at any time on or after the date hereof shall: (A) pay a dividend or make a distribution in shares of common stock Common Stock to holders of its capital stock of any class, (B) subdivide its outstanding shares of common stock Common Stock into a larger number of shares, (C) combine its outstanding shares of common stock Common Stock into a smaller number of shares, (D) pay a dividend or make a distribution to holders of its common stock Common Stock in (1) shares of its capital stock other than common stockCommon Stock, (2) assets (excluding cash dividends) including, without limitation, securities of other Persons), evidences of indebtedness or rights, or (3) options or warrants to subscribe for or purchase any of its securities (collectively, "Other Securities or Assets"), then the Conversion Price shall be adjusted to that price determined by multiplying the Conversion Price in effect immediately prior to such event by a fraction (x) the numerator of which shall be the total number of outstanding shares of common stock Common Stock of the Borrower immediately prior to such event, and (y) the denominator of which shall be the total number of outstanding shares of common stock Common Stock of the Company Borrower immediately after such event; provided that if the Borrower shall pay a dividend or make a distribution on its common stock Common Stock in Other Securities or Assets, the Conversion Price shall be adjusted to the price obtained by multiplying the price then subject to adjustment by a fraction (x) the numerator of which shall be the Per Share Market Price of the common stock Common Stock on the record date for such dividend or distribution, less the fair market value (on a per share of common stock basis and as determined in good faith by the Board of Directors of the Borrower) of the Other Securities or Assets so distributed, and (y) the denominator of which shall be the Per Share Market Price of the common stock on the record date for such dividend or distribution. Any adjustment made pursuant to this paragraph shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision, combination or reclassification.Common

Adjustments for Recapitalization. The Conversion Price shall be adjusted from time to time by the Company as follows: (i) In case the Borrower Issuer at any time on or after the date hereof shall: shall (A1) pay declare a dividend or make a distribution in shares of common stock Common Stock to holders of its capital stock of any class, class or otherwise issue Common Stock or securities convertible into Common Stock (Bexcept for the issuance of Common Stock upon the conversion of any Senior Note or the conversion or exercise of any other convertible or derivative security the grant or issuance of which security previously resulted in a reduction of the Conversion Price hereunder); (2) subdivide its outstanding shares of common stock into a larger number of shares, (C) combine its outstanding shares of common stock into a smaller number of shares, (D) pay declare a dividend or make a distribution to holders of its common stock Common Stock in (1) shares of its capital stock other than common stock, (2) assets (excluding cash dividends) or rights, or Common Stock; (3) warrants to subscribe for subdivide or purchase any reclassify its outstanding shares of Common Stock into a larger number of shares; or (4) combine or reclassify its securities (collectively, "Other Securities or Assets")outstanding shares of Common Stock into a smaller number of shares, then the Conversion Price shall be adjusted to that price determined by multiplying the Conversion Price in effect immediately prior to such event by a fraction (x) the numerator of which shall be the total number of outstanding shares of common stock of the Borrower Common Stock immediately prior to such event, and (y) the denominator of which shall be the total number of outstanding shares of common stock of the Company Common Stock immediately after such event; provided . If any dividend or distribution of the type described in clauses (1) or (2) above is not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared. An adjustment made pursuant to this Section 3.6(a)(i) shall become effective immediately after the applicable Record Date in the case of a dividend and shall become effective immediately after the applicable effective date in the case of subdivision, combination or reclassification of the Company's Common Stock. (ii) In case the Issuer at any time on or after the date hereof shall issue rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock at a price less than the Conversion Price (other than pursuant to a Plan for employees of the Issuer adopted by the Board of Directors of the Company), then the Conversion Price shall be adjusted so that if the Borrower same shall equal the Conversion Price determined by multiplying the Conversion Price in effect immediately prior to such event by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such event plus the number of shares which the aggregate price to subscribe for or purchase the total number of shares subject to such rights, options or warrants (whether or not then exercisable) would purchase at the Conversion Price in effect immediately prior to such event, and of which the denominator shall be the number of shares of Common Shares outstanding immediately prior to such event plus the number of additional shares of Common Stock subject to such rights, options or warrants (whether or not then exercisable). Such adjustment shall be made successively whenever any such rights, options or warrants are issued, and shall become effective on the date such rights, options or warrants are issued. (iii) In case the Issuer at any time on or after the date hereof shall pay a dividend or make a distribution on to holders of its common stock Common Stock in (1) securities of any entity other than Issuer, assets (excluding cash dividends) or rights to purchase securities of any entity other than the Issuer, or (2) warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 3.6(a)(ii) hereof) (collectively, "Other Securities or Assets"), then the Conversion Price shall be adjusted to the price obtained by multiplying the price then subject to adjustment by a fraction (x) the numerator of which shall be the Per Share Market Price of the common stock Common Stock on the record date for such dividend or distribution, less the fair market value (on a per share of common stock Common Stock basis and as determined in good faith by the Board of Directors of the BorrowerIssuer) of the Other Securities or Assets so distributed, and (y) the denominator of which shall be the Per Share Market Price of the common stock Common Stock on the record date for such dividend or distribution. Any adjustment made pursuant to this paragraph shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision, combination or reclassificationdate.

Adjustments for Recapitalization. In case the Borrower at any time on or after the date hereof shall: (A) pay a dividend or make a distribution in shares of common stock Common Stock to holders of its capital stock of any class, (B) subdivide its outstanding shares of common stock Common Stock into a larger number of shares, (C) combine its outstanding shares of common stock Common Stock into a smaller number of shares, (D) pay a dividend or make a distribution to holders of its common stock Common Stock in (1) shares of its capital stock other than common stockCommon Stock, (2) assets (excluding cash dividends) including, without limitation, securities of other Persons), evidences of indebtedness or rights, or (3) options or warrants to subscribe for or purchase any of its securities (collectively, "Other Securities or Assets"), then the Conversion Price shall be adjusted to that price determined by multiplying the Conversion Price in effect immediately prior to such event by a fraction (x) the numerator of which shall be the total number of outstanding shares of common stock Common Stock of the Borrower immediately prior to such event, and (y) the denominator of which shall be the total number of outstanding shares of common stock Common Stock of the Company Borrower immediately after such event; provided that if the Borrower shall pay a dividend or make a distribution on its common stock Common Stock in Other Securities or Assets, the Conversion Price shall be adjusted to the price obtained by multiplying the price then subject to adjustment by a fraction (x) the numerator of which shall be the Per Share Market Price of the common stock Common Stock on the record date for such dividend or distribution, less the fair market value (on a per share of common stock basis and Common Stock basis) as determined jointly in good faith by the Board of Directors of Holder and the Borrower) Borrower of the Other Securities or Assets so distributed, and (y) the denominator of which shall be the Per Share Market Price of the common stock Common Stock on the record date for such dividend or distribution. Any adjustment made pursuant to this paragraph shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivisionsubdivision or combination. The provisions of this Section 5(e) shall apply to the Conversion Price determined (directly or indirectly) by reference to the Initial Conversion Price of $1.50 and to any transactions described in (A) through (D) above occurring during or after a fifteen trading day period referred to in Section 5(a) but ending on the Conversion Date; provided, combination or reclassificationthat if any such transaction described in (A) through (D) above occurs during a fifteen trading day period referred to in Section 5(a), the calculation of the Conversion Price shall be equitably adjusted to provide for a consistent basis of calculation during such period.