Common use of Adjustments Upon Changes in Capitalization Clause in Contracts

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "“Adjustment Event" ” shall also mean to include: (i) any issuance by the Company of the Company's ’s securities (excluding securities issued to the Company's ’s employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used hereinUpon any increase, the term "Adjustment Event" means an event pursuant to which the outstanding shares reduction, or change or exchange of the Company are increased, decreased or changed into, or exchanged Common Stock for a different number or kind of shares or other securities, without receipt cash or property by reason of consideration by the Companya reclassification, through reorganizationrecapitalization, merger, recapitalizationconsolidation, reclassificationreorganization, stock split, reverse stock splitissuance of warrants or rights, stock dividend, stock consolidation split or reverse stock split, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise. The term "Adjustment Event" shall also mean , or any other corporate action, such as declaration of a special dividend, that affects the capitalization of the Company (a “Change in Capitalization”), an equitable substitution or adjustment may be made in the kind, number and/or exercise price of shares or other property subject to include: (i) any issuance this Option, as may be determined by the Company of the Company's securities (excluding securities issued to the Company's employeesCommittee, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjustedin its sole discretion. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate Such other equitable substitutions or adjustments shall be made as may be determined by the Committee, in its sole discretion. Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Committee may provide, in its sole discretion, for the cancellation of this Option (i) in exchange for payment in cash or other property equal to the number and kind and Fair Market Value of the shares of Common Stock covered by this Option (whether or not otherwise vested or exercisable), reduced by the aggregate exercise price for the shares subject to the Optionsof this Option, and or (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriatefor no consideration, in the case (and to the extent) this Option is not otherwise then vested or exercisable. In the event of an Adjustment Event which involves any adjustment in the substitution number of securities of a corporation other than shares covered by this Option pursuant to the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoingprovisions hereof, any fractional shares resulting from such adjustment to shall be disregarded, and this Option shall cover only the Options number of full shares resulting from the adjustment. All adjustments under this Section 8 shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors Committee, and its determination as to what adjustments, amendments or arrangements adjustments shall be made pursuant to this Sectionmade, and the extent thereof, shall be final final, binding and conclusive. For purposes hereof, provided that “Fair Market Value” on any date shall be equal to the Options herein closing sale price per share as published by a national securities exchange on which shares of the Common Stock are adjusted in a manner that traded on such date or, if there is no less favorable than sale of Common Stock on such date, the manner average of adjustment used the bid and asked prices on such exchange at the closing of trading on such date or, if shares of the Common Stock are not listed on a national securities exchange on such date, the closing price or, if none, the average of the bid and asked prices in the over the counter market at the close of trading on such date, or if the Common Stock is not traded on a national securities exchange or the over the counter market, the fair market value of a share of the Common Stock on such date as to any other options issued determined in good faith by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangementCommittee.

Adjustments Upon Changes in Capitalization. As used herein, The Exercise Price and the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt subject to the Option are subject to adjustment in case the Company should at any time issue additional shares of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, its Common Stock as a stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for in case the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall of its Common Stock should at any time be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of subdivided into a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the greater number of shares, kind or in case the outstanding shares of shares and its Common Stock should be combined by reclassification or otherwise into a lesser number of shares, or in case the Company shall merge, consolidate with or into another corporation or entity, or another corporation or entity merges into the Company, or in the case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of a capital reorganization or recapitalization not involving a merger, consolidation or sale or transfer of all or substantially all of the assets of the Company. The adjustment will entitle the Optionee to receive, for the same aggregate Exercise Price, in lieu of securities receivable upon the exercise price for each share subject of any part of the Option prior to any such dividend, subdivision, reclassification, combination, sale, transfer or reorganization, the securities to which the Optionee would have been entitled if the Optionee had exercised any part of the Option immediately prior to the Optionsrecord date or effective date of the stock dividend, subdivision, reclassification, combination, sale, transfer or reorganization. The good faith determination by Neither the Board issuance of Directors as to what adjustmentsstock for consideration, amendments the issuance of stock on the exercise of stock rights, options or arrangements warrants, nor the issuance of stock on the conversion of a debenture or of a share of capital stock shall be considered a change in the Company's capital structure. No fractional shares of Option Stock shall be issued upon any exercise of the Option following an adjustment made pursuant to this SectionSection 10, and the extent thereof, aggregate Exercise Price paid shall be final and conclusive, provided that the Options herein are appropriately adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any fractional share not issued upon such adjustment or arrangementan exercise.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Stock Options, and (ii) appropriate amendments to this Agreement Stock Option Certificate shall be executed by the Company and the Optionee Holder if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Stock Options. Notwithstanding the foregoing, any such adjustment to the Stock Options shall be made without change in the total exercise price applicable to the unexercised portion of the Stock Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Stock Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Stock Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options Stock Options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used hereinThe number of Shares of Common Stock covered by the Option, and the term "Adjustment Event" means an event pursuant to which price per share thereof in such Option, shall be proportionately adjusted for any increase or decrease in the outstanding shares number of issued Shares of Common Stock of the Company are increased, decreased resulting from a subdivision or changed into, consolidation of Shares or exchanged for the payment of a different stock dividend (but only on the Common Stock) or any other increase or decrease in the number or kind of shares or securities, such Shares effected without receipt of consideration by the Company. In the event the Company shall be the surviving corporation in any merger or consolidation, through reorganizationthe Option shall pertain to and apply to the securities to which a holder of the number of Shares of Common Stock subject to the Option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation, shall cause the Option to terminate as of a date to be fixed by the Committee (which date shall be as of or prior to the effective date of any such dissolution or liquidation or merger or consolidation); provided, that not less than thirty (30) days written notice of the date so fixed as such termination date shall be given to the Participant, and the Participant shall, in such event, have the right, during the said period of thirty (30) days preceding such termination date, to exercise the Option in whole or in part in the manner set forth in the Plan and above. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments, if any, shall be appropriately made by the Committee, as provided in the Plan, whose determination in that respect shall be final, binding and conclusive. The Company shall give timely notice of any adjustments made to the Participant. Except as hereinabove expressly provided in this Section 17, the Participant shall have no rights by reason of any subdivision or consolidation of Shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of Shares of stock of any class or by reason of any dissolution, liquidation, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock or consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) spinoff of assets or stock of another corporation, and any issuance issue by the Company of Shares of stock of any class, or securities convertible into Shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the Company's securities (excluding securities issued number or price of Shares of Common Stock subject to the Company's employeesOption. Without limiting the generality of the foregoing, directors, consultants and others similarly situtated) below fair market value for such securities as determined at no adjustment shall be made with respect to the time number or price of issuance; and (ii) any issuance at a price below Shares subject to the purchase price per Share for the common stock underlying the Options, as adjusted. Upon Option upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation any of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.following events:

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the OptionsWarrants, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the OptionsWarrants, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee Holder if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the OptionsWarrants. Notwithstanding the foregoing, any such adjustment to the Options Warrants shall be made without change in the total exercise price applicable to the unexercised portion of the OptionsWarrants, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the OptionsWarrants. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options Warrants herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options warrants issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the OptionsStock Option, and (ii) appropriate amendments to this Agreement Stock Option Certificate shall be executed by the Company and the Optionee Holder if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the OptionsStock Option. Notwithstanding the foregoing, any such adjustment to the Options Stock Option shall be made without change in the total exercise price applicable to the unexercised portion of the OptionsStock Option, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the OptionsStock Option. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options Stock Option herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options Stock Option issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the OptionsWarrants, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee Holder if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the OptionsWarrants. Notwithstanding the foregoing, any such adjustment to the Options Warrants shall be made without change in the total exercise price applicable to the unexercised portion of the OptionsWarrants, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the OptionsWarrants. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options Warrants herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options warrants issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used hereinSubject to any required shareholder action, the term "Adjustment Event" means an event pursuant to which the outstanding number of shares of stock covered by each outstanding option and the Company are increased, decreased price per share in each such option shall be proportionately adjusted for any increase or changed into, decrease in the number of issued shares of Stock of the Corporation resulting from: (i) a subdivision or exchanged for consolidation of shares; (ii) the payment of a different stock dividend (but only on the Stock); (iii) any other increase or decrease in the number or kind of such shares or securities, effected without receipt of consideration by the CompanyCorporation; (iv) or, through reorganizationas to Stock issued other than pursuant to a stock option granted to a director, mergerofficer, recapitalizationemployee of a person rendering services as an independent contractor to the Corporation or any Parent or Subsidiary, reclassification, stock split, reverse stock split, stock dividend, stock consolidation any increase or otherwisedecrease in the number of shares made for per share consideration less than the option price of such option. The term "Adjustment Event" Any fraction of a share subject to option that would otherwise result from an adjustment pursuant to this subparagraph shall also mean be rounded downward to include: (i) any issuance by the Company next full number of shares without other compensation or consideration to the holder of the Company's securities (excluding securities issued option. Subject to any required shareholder action, if the Corporation shall be the surviving corporation in any merger or consolidation, each outstanding option shall pertain and apply to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time to which a holder of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the of shares of Stock subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the option would have been entitled. The Corporation's Board of Directors may grant each optionee the right to exercise his or her option in good faith determines that such an amendment whole or in part immediately prior to the Corporation's dissolution or liquidation, or merger or consolidation in which the corporation is necessary or desirable to reflect such adjustmentsnot the surviving corporation. If determined the Corporation is consolidated with or merged into any other corporation, or if the Corporation sells or transfers all or substantially all of its assets, or if any other similar event affecting shares of Stock of the Corporation should occur, and if the exercisability of the options is not accelerated by the Board of Directors and the acquiring Corporation assumes the Corporation's obligations under the options granted under this Plan, then each optionee shall be entitled thereafter to be appropriate, purchase shares of stock and other securities and property in the event kind and amount, and at the price, which the optionee would have been entitled had his or her option been exercised prior to such event. The Corporation shall make lawful provision therefore as part of an Adjustment Event which involves any such transaction. To the substitution of extent that the foregoing adjustments relate to stock or securities of a corporation other than the CompanyCorporation, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options they shall be made without change in by the total exercise price applicable Committee, whose determinations shall be final, binding and conclusive. The grant of an option pursuant to the unexercised portion Plan shall not affect in any way the Corporation's right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. Whenever the Corporation takes any action resulting in any adjustment provided for in this Section 5.6, the Corporation shall forthwith deliver notice of the Options, but with an appropriate adjustment action to optionee. The notice shall set forth the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, Option and the extent thereof, shall be final and conclusive, provided that purchase price thereof resulting from the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangementadjustment.

Adjustments Upon Changes in Capitalization. As used herein, If the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company Common Stock outstanding are increasedchanged in number, decreased kind or changed intoclass by reason of a stock split, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganizationcombination, merger, recapitalizationconsolidation, reorganization, reclassification, stock splitexchange or any capital adjustment, reverse stock split, including a stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) if any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be distribution is made to the number shareholders other than a cash dividend and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors deems it appropriate to make an adjustment, then (i) the aggregate number and class of shares that may be issued or transferred pursuant to Section 2 of the Plan, (ii) the number and class of shares which are issuable under outstanding options, and (iii) the purchase price to be paid per share under outstanding options, shall be adjusted as hereinafter provided. Adjustments under Section 12 of the Plan shall be made in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined a proportionate and equitable manner by the Board of Directors to be appropriate(or Committee), in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith whose determination by the Board of Directors as to what adjustments, amendments or arrangements adjustments shall be made pursuant to this Sectionmade, and the extent thereof, shall be final final, binding and conclusive. In the event that a fraction of a share results from the foregoing adjustment, provided that said fraction shall be eliminated and the Options herein are price per share of the remaining shares subject to the option adjusted in accordingly. In the event of a manner that is no less favorable than liquidation of the manner Company, or a merger, reorganization or consolidation of adjustment used as to the Company with any other corporation in which the Company is not the surviving corporation or the Company becomes a wholly owned subsidiary of another corporation, any unexercised options issued by theretofore granted under the Plan shall be deemed cancelled unless the surviving corporation in any such merger, reorganization or consolidation elected to assume the options under the Plan or to issue substitute options in place thereof; provided, however, that, notwithstanding the foregoing, if such options would otherwise be cancelled in accordance with the foregoing, the optionee shall have the right, exercisable during a ten-day period ending on the fifth day prior to such liquidation, merger or consolidation, to exercise the option in whole or in part. The granting of an option pursuant to this Plan shall not affect in any way the right or power of the Company to make adjustments, reorganizations, reclassifications or changes of its employeescapital or business structure or to merge, directorsconsolidate, consultants dissolve, liquidate or in sell or transfer all or any transactionpart of its business or assets. No fractional Shares shall be issued on account FIND/SVP, INC. By: /s/ David Walke ------------------------------ Name: David Walke Title: Xxxxx Xxxxxtive Officer AGREED TO AND ACCEPTED, as of any such adjustment or arrangement.the 1st day of April, 2003 /s/ Robert La Terra -------------------------- Signature: Robert La Terra

Adjustments Upon Changes in Capitalization. As used hereinSubject to any required action by the shareholders of the Company, the term "Adjustment Event" means an event pursuant number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding shares Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any Fiscal Year, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Company are increased, decreased or changed intoShares, or exchanged for a different similar transaction affecting the Shares, (ii) any other increase or decrease in the number or kind of shares or securities, issued Shares effected without receipt of consideration by the Company, through or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Ordinary Shares including a corporate merger, consolidation, acquisition of property or equity, separation (including a spin-off or other distribution of shares or property), reorganization, mergerliquidation (whether partial or complete) or any similar transaction; provided, recapitalizationhowever that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, reclassificationbinding and conclusive. Except as the Administrator determines, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the Company's securities (excluding securities issued number or price of Shares subject to an Award. In the Company's employeesevent of a Spin-off Transaction, directorsthe Administrator may in its discretion make such adjustments and take such other action as it deems appropriate with respect to outstanding Awards under the Plan, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, including but not limited to: (i) appropriate and proportionate adjustments shall be made to the number and kind of Shares, the exercise or purchase price per Share and exercise price for the shares subject to the Optionsvesting periods of outstanding Awards, and (ii) appropriate amendments prohibit the exercise of Awards during certain periods of time prior to this Agreement shall be executed by the Company and consummation of a Spin-off Transaction, or (iii) the Optionee if the Board substitution, exchange or grant of Directors in good faith determines that such an amendment is necessary or desirable Awards to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of purchase securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, Subsidiary; provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as Administrator shall not be obligated to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of make any such adjustment adjustments or arrangementtake any such action hereunder.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares of Common Stock of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities Common Stock (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance of the Company's Common Stock (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) at a price below the purchase price per Share share for the common stock Common Stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Option Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other similar options issued by the Company to its employees, directors, consultants or in any similar transaction. No fractional Shares shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, Subject to any required action by the term "Adjustment Event" means an event pursuant to which the outstanding shares Shareholders of the Company are increasedand Section 11 hereof, decreased the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or changed intowhich have been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any calendar year, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Shares, or exchanged for a different similar transaction affecting the Shares, (ii) any other increase or decrease in the number or kind of shares or securities, issued Shares effected without receipt of consideration by the Company, through or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Ordinary Shares including a corporate merger, consolidation, acquisition of property or shares, separation (including a spin-off or other distribution of shares or property), reorganization, mergerliquidation (whether partial or complete) or any similar transaction; provided, recapitalization, reclassification, stock split, reverse stock split, stock however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or other assets to shareholders other than a normal cash dividend, stock consolidation or otherwise. The term "Adjustment Event" the Administrator shall also mean make such adjustments as provided in this Section 10 or substitute, exchange or grant Awards to include: effect such adjustments (i) any collectively “adjustments”). Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards or other issuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator determines, no issuance by the Company of the Company's shares of any class, or securities (excluding securities issued to the Company's employeesconvertible into shares of any class, directorsshall affect, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments no adjustment by reason hereof shall be made to with respect to, the number and kind and exercise or price for the shares of Shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangementAward.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, business combination, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares Shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the OptionsPurchase Rights, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee Purchaser if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation company other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the OptionsPurchase Rights. Notwithstanding the foregoing, any such adjustment to the Options Purchase Rights shall be made without change in the total exercise price applicable to the unexercised unvested portion of the OptionsPurchase Rights, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the OptionsPurchase Rights. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this SectionSection 9, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used The number of Shares covered by this Option, and the per share exercise price of this Option, shall be proportionately adjusted for certain corporate actions in accordance with and pursuant to Section 8.1 of the Plan. Such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance no issue by the Company of the Company's shares of stock of any class, or securities (excluding securities issued to the Company's employeesconvertible into shares of stock of any class, directorsshall affect, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments no adjustment by reason thereof shall be made to with respect to, the number or Option Price of Shares of Common Stock subject to this Option. THIS OPTION AGREEMENT is binding upon the parties and kind and exercise price for entered into effective as of the Grant Date set forth below. NETLOGIC MICROSYSTEMS, INC. By: Name: Title: Grant Date: , 20 CONSENT OF SPOUSE I, , spouse of the Optionee who executed the foregoing Option Agreement, hereby agree that my spouse’s interest in the shares of Common Stock subject to the Options, and (ii) appropriate amendments to this said Option Agreement shall be executed irrevocably bound by the Company Option Agreement’s terms. I further agree that my community property interest in such shares, if any, shall similarly be bound by said Option Agreement and the Optionee if the Board of Directors in good faith determines that such an amendment consent is binding upon my executors, administrators, heirs and assigns. I agree to execute and deliver such documents as may be necessary or desirable to reflect such adjustmentscarry out the intent of said Option Agreement and this consent. If determined Dated: , 20 (signature) (name) Appendix I NETLOGIC MICROSYSTEMS, INC. NOTICE OF EXERCISE OF STOCK OPTION I (print legibly) hereby elect to exercise the following stock options(s) granted to me by NETLOGIC MICROSYSTEMS, INC. (the Board of Directors “Company”) under its 2004 Equity Incentive Plan (the “Plan”). All shares being purchased are fully vested and exercisable pursuant to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation Section 3 of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangementlisted Option Agreement.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which If the outstanding shares of the Company Common Stock are increased, decreased or changed into, or exchanged for for, a different number or kind of shares or securitiessecurities of the Corporation through a reorganization or merger in which the corporation is the surviving entity, without receipt of consideration by the Company, or through reorganization, mergera combination, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments adjustment shall be made to in the number and kind and exercise price for the of shares subject that may be issued pursuant to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustmentsAwards. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such A corresponding adjustment to the Options consideration payable with respect to Awards granted prior to any such change and to the price, if any, paid in connection with Restricted Stock Awards shall also be made. Any such adjustment, however, shall be made without change in the total exercise price payment, if any, applicable to the unexercised portion of the OptionsAward not exercised, but vested or issued with an appropriate a corresponding adjustment in the price for each share. Corresponding adjustments shall be made with respect to Stock Appreciation Rights based upon the adjustments made to the Options to which they are related. Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger, or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving Corporation, this Plan shall terminate, and any outstanding options, Stock Appreciation Rights and Performance Share Awards shall terminate and any Restricted Stock shall be forfeited, unless provision be made in connection with such transaction for the assumption of Awards theretofore granted, or the substitution for such Awards of new incentive awards covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to number of shares, and kind of shares and exercise price for each share subject prices. In so adjusting Common Stock to the Options. The good faith determination by reflect such changes, or in determining that no such adjustment is necessary, the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Sectionmay rely upon the advice of independent counsel and accountants of the Corporation, and the extent thereof, determination of the Board of Directors shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shares of stock shall be issued under this Plan on account of any such adjustment or arrangementadjustment.