Common use of Anti-Dilution Clause in Contracts

Anti-Dilution. (a) If at any time there is a capital reorganization of the Company's Common Stock, including any combination, reclassification, exchange, or subdivision of shares, a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Note, the number of shares of Common Stock of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on conversion of this Note would have been entitled on that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board of directors) shall be made in applying this Note to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion of this Note. The Company shall, not later than thirty (30) days prior to making such adjustment, give written notice ("Notice") by courier to Holder at the address of Holder shown on the Company's books. (b) Any Notice that is sent pursuant to Section 5(a) shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and shall specify the Conversion Rate then in effect after the adjustment and the increased or decreased number of shares of Common Stock to be received upon conversion of this Note. When appropriate, advance notice may be given and included as part of the notice required under other provisions of this Note.

Anti-Dilution. (a) If at any time there is In the event that the shares of Common Stock subject to this Option shall be changed into or exchanged for a capital reorganization different number or kind of the Company's Common Stock, including any combination, reclassification, exchange, shares of stock or subdivision of shares, a merger or consolidation other securities of the Company with or into of another corporation, or the sale corporation (whether by reason of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or saleotherwise) or if the number of such shares of Common Stock shall be increased solely through the payment of a stock dividend, lawful provision then there shall be substituted for or added to each share of stock of the Company theretofore appropriated or thereafter subject to this Option the number and kind of shares of stock or other securities into which each outstanding share of stock of the Company shall be so changed, or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be. This Option shall also be appropriately amended as to Exercise Price and other terms as may be necessary to reflect the foregoing events. In the event there shall be any other change in the number or kind of the outstanding shares of stock of the Company subject to this Option, or of any stock or other securities into which such stock shall have been changed, or for which it shall have been exchanged, then if the Board, in its sole discretion, determines that such change equitably requires an adjustment in this Option, such adjustments shall be made so in accordance with such determination. The Option Holder understands that Holder shall thereafter be entitled if, subsequent to receive on conversion the date of this NoteAgreement, during the period specified in this NoteCompany issues additional shares of the Company’s securities, the percentage ownership of the Company represented by the number of shares of Common Stock of subject to this Option will be proportionately reduced by each such issuance and that the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on conversion of this Note would have been entitled on that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board of directors) shall be made in applying this Note to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion of this Note. The Company shall, not later than thirty (30) days prior to making such adjustment, give written notice ("Notice") by courier to Holder at the address of Holder shown on the Company's books. (b) Any Notice that is sent pursuant to Section 5(a) shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and shall specify the Conversion Rate then in effect after the adjustment and the increased or decreased number of shares covered hereby and the Exercise Price shall not be adjusted except as otherwise set forth in this Agreement. Fractional shares resulting from any adjustment in this Option pursuant to this Paragraph 5 shall be eliminated. Notice of Common Stock any adjustment shall be given by the Company to the Option Holder, such adjustment (whether or not such notice is given) to be received upon conversion of this Note. When appropriate, advance notice may be given final and included as part of the notice required under other provisions of this Noteconclusive for all purposes hereof.

Anti-Dilution. For a period of two (a2) If years following the Closing Date, the Company agrees that it will not, without the consent of a majority of such Purchasers owning the Preferred Shares at the time of such offering, conduct an offering of securities at a price per share less than the Purchase Price. In addition, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time there is granted registration rights, (ii) the Company’s issuance of securities in connection with a bona fide strategic license agreements and other partnering arrangements with an independent third party in a similar business as the Company so long as such issuances are not for the purpose of raising capital reorganization and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock of up to 10% of the Company's Common Stock’s outstanding shares to employees, including any combinationdirectors, reclassificationand consultants, exchangepursuant to an approved employee benefit plan, or subdivision of shares, and (iv) as a merger or consolidation result of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of Preferred Shares and/or exercise of Warrants which are issued or granted pursuant to this Note, during Agreement on the period specified unamended terms in this Noteeffect on the Closing Date (collectively, the number foregoing (i) through (v) are “Excepted Issuances”), if for a period of two (2) years following the Closing Date, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the Company, foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time without the consent of a majority of the successor corporation resulting from such merger or consolidationPurchasers, to which a holder of then the Common Stock deliverable on conversion of this Note would have been entitled on that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board of directors) Conversion Price shall be made in applying this Note entitled to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion of this Note. The Company shall, not later than thirty (30) days prior to making such adjustment, give written notice ("Notice") by courier to Holder at the address of Holder shown on the Company's booksweighted average price protection. (b) Any Notice that is sent pursuant to Section 5(a) shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and shall specify the Conversion Rate then in effect after the adjustment and the increased or decreased number of shares of Common Stock to be received upon conversion of this Note. When appropriate, advance notice may be given and included as part of the notice required under other provisions of this Note.

Anti-Dilution. (a) 9.1 If the Company at any time, or from time there to time, while this Warrant Certificate is a capital reorganization outstanding shall declare or pay, without consideration, any dividend on the Common Stock payable in Common Stock or other securities of the Company's , or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock or other securities of the Company or in any right to acquire Common Stock), or if the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, including any combination, reclassification, exchange, or subdivision of shares, a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Note, then the number of shares of Common Stock of issuable upon the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on conversion exercise of this Note would have been entitled on Warrant Certificate or the Exercise Price shall be appropriately adjusted such that event if this Note had been converted immediately before that event. In after the happening of any such case, appropriate adjustment (as determined by the Company's board of directors) shall be made in applying this Note to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion of this Note. The Company shall, not later than thirty (30) days prior to making such adjustment, give written notice ("Notice") by courier to Holder at the address of Holder shown on the Company's books. (b) Any Notice that is sent pursuant to Section 5(a) shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and shall specify the Conversion Rate then in effect after the adjustment and the increased or decreased proportionate number of shares of Common Stock issuable immediately prior to the happening of such event shall be received the number of shares of Common Stock issuable subsequent to the happening of such event. 9.2 In case of any consolidation or merger of the Company in which the Company is not the surviving entity, or in case of any sale or conveyance by the Company to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder shall have the right thereafter, upon conversion exercise of this Note. When appropriateWarrant, advance notice may to receive the kind and amount of securities, cash or other property which the Holder would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised in full immediately prior to the effective date of such consolidation, merger, sale or conveyance, and in any such case, if necessary, appropriate adjustment shall be given and included as part made in the application thereafter of the notice required under other provisions of this NoteSection 9 with respect to the rights and interests of the Holder to the end that the provisions of this Section 9 thereafter shall be correspondingly applicable, as nearly as may be, to such securities and other property.

Anti-Dilution. (a) A. If at any time there is a capital reorganization of the Company's Common Stock, including any combination, reclassification, exchange, or subdivision of shares, a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Note, the number of shares of Common Stock of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on conversion of this Note would have been entitled on that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board of directors) shall be made in applying this Note to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion of this Note. The Company shall, not later than thirty (30) days prior to making such adjustment, give written notice ("Notice") by courier to Holder at the address of Holder shown on the Company's books. (b) B. Any Notice that is sent pursuant to Section 5(a) shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and shall specify the Conversion Rate then in effect after the adjustment and the increased or decreased number of shares of Common Stock to be received upon conversion of this Note. When appropriate, advance notice may be given and included as part of the notice required under other provisions of this Note.

Anti-Dilution. (a) If at In the event of any time there is a change in the number of outstanding shares of Common Stock or other capital reorganization stock of the Company's Common StockCompany occurring as the result of a reorganization, including any combinationrecapitalization, reclassification, exchange, combination or subdivision exchange of shares, a merger stock split, reverse stock split or consolidation stock dividend on the Common Stock or other capital stock, or similar change in the corporate structure or capitalization of the Company with or into another corporationin its shares, then in any such event, the number of shares of Common Stock that may be purchased upon exercise of the Option shall be appropriately adjusted in number, exercise price and/or kind as determined in good faith by the Board of Directors of the Company so as to avoid any dilutive effect any such transaction(s) may have on the holding and relative position and rights of the shares underlying the Option. If the Company shall not be the surviving corporation in any merger, combination or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another personconsolidation, then, as a part condition of such reorganization, merger, combination or consolidation, or sale, lawful and fair provision shall be made so that Holder whereby the Executive shall thereafter be entitled have the right to receive on conversion of this Notepurchase and receive, during upon the period terms and conditions specified in this Notethe Agreement and in lieu of the Common Stock of the Company immediately theretofore purchasable upon the exercise of the rights represented thereby, such shares of stock or other securities of the surviving corporation(s) as may be issued or payable with respect to or in exchange of the number of shares of Common Stock of the Company, or Company immediately theretofore purchasable upon the exercise of the successor rights represented hereby. The Company shall not effect any such merger, combination or consolidation unless prior to or at the consummation thereof the surviving corporation resulting from shall assume by written instrument executed and delivered to the Executive evidence of the surviving corporation's obligation to deliver such merger shares of stock or other securities of the surviving corporation in accordance with the foregoing provisions. If the Company shall be the surviving corporation in any merger, combination or consolidation, this Option shall pertain and apply to the Option Shares to which a holder the Executive is entitled hereunder, without adjustment for issuance by the Company of any securities in the Common Stock deliverable on conversion of this Note would have been entitled on that event if this Note had been converted immediately before that eventmerger, combination or consolidation. In any such case, appropriate adjustment (as determined by the Company's board event of directors) shall be made a change in applying this Note to the rights and the percentage interests par value of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion of which are subject to this Note. The Company shallOption, not later than thirty (30) days prior this Option will be deemed to making pertain to the shares resulting from any such adjustment, give written notice ("Notice") by courier to Holder at the address of Holder shown on the Company's bookschange. (b) Any Notice that is sent pursuant to Section 5(a) shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and shall specify the Conversion Rate then in effect after the adjustment and the increased or decreased number of shares of Common Stock to be received upon conversion of this Note. When appropriate, advance notice may be given and included as part of the notice required under other provisions of this Note.

Anti-Dilution. (a) If at any time there that a Purchaser is a capital reorganization of the Company's Common Stock, including any combination, reclassification, exchange, or subdivision of shares, a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Note, the number of still holding shares of Common Stock of purchased hereunder, the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Company shall issue (other than Exempt Issuances) any Common Stock deliverable on conversion or Common Stock Equivalents to any other person or entity at a price per share less than $2.00 (taking into account both the initial price and any exercise price in the case of this Note would have been entitled on a convertible security), without the consent of each Purchaser then holding Common Stock purchased hereunder, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Purchaser then-holding shares of Common Stock purchased hereunder so that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board weighted average per share purchase price of directors) shall be made in applying this Note to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion issued to the Purchaser hereunder (of this Noteonly the Common Stock purchased hereunder and still owned by the Purchaser) is equal to such other lower price per share, but not less than the par value of the Common Stock. The Company shall, not later than thirty (30) days prior delivery to making such adjustment, give written notice ("Notice") by courier to Holder at the address Purchaser of Holder shown on the Company's books. (b) Any Notice that is sent additional shares of Common Stock pursuant to this Section 5(a) shall set forth, be promptly after the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock under this Section. For purposes of the issuance and adjustment described in reasonable detailthis paragraph, the event requiring issuance of any Common Stock Equivalents shall result in the adjustment and issuance of the method by which additional shares of Common Stock upon the adjustment was calculated and shall specify issuance of such Common Stock Equivalents. If the Conversion Rate then in effect after the adjustment and the increased or decreased number of Company issues additional shares of Common Stock to a Purchaser under this Section, such Purchaser shall be received upon conversion entitled to "piggy-back" registration rights with respect to such shares of this Note. When appropriateCommon Stock pursuant to, advance notice may be given and included as part in accordance with, Section 6(e) of the notice required under Registration Rights Agreement; provided, however, that such "piggy-back" registration rights shall not apply with respect to the Registration Statement. Notwithstanding anything contained herein to the contrary, this Section only applies to issuances made by the Company during the six (6) month period following the Effective Date. The rights of the Purchasers set forth in this Section are in addition to any other provisions of rights the Purchasers have pursuant to this NoteAgreement and any other agreement referred to or entered into in connection herewith.

Anti-Dilution. (a) If at any time there is a capital reorganization The terms of conversion of the Company's Note shall be subject to the following adjustments: (i) If the Issuer shall declare and pay to the holders of the Common Stock a dividend or other distribution payable in shares of Common Stock, including any combination, reclassification, exchange, or subdivision of shares, a merger or consolidation the Holder of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision Note thereafter surrendered for conversion shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Note, the number of shares of Common Stock of the Company, or of the successor corporation resulting from which such merger or consolidation, to which a holder of the Common Stock deliverable on conversion of this Note Holder would have owned or been entitled on that event to receive after the declaration and payment of such dividend or other distribution if this such Note had been converted immediately before that event. In prior to the record date for the determination of stockholders entitled to receive such dividend or other distribution. (ii) If the Issuer shall subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock, or combine the outstanding shares of Common Stock into a lesser number of shares, or issue by reclassification of its shares of Common Stock any such caseshares of the Issuer, appropriate adjustment (as determined by the Company's board of directors) Conversion Price in effect immediately prior thereto shall be made in applying this adjusted so that the Holder of the Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which such Holder would have owned or been entitled to receive after the happening of any and each of the events described above if such Note had been converted immediately prior to the rights and happening of each such event on the percentage interests day upon which such subdivision, combination or reclassification, as the case may be, becomes effective. (iii) In case the Issuer shall effect a reorganization, shall merge with or consolidate into another corporation, or shall sell, transfer or otherwise dispose of Holder after all or substantially all of its property, assets or business and, pursuant to the terms of such reorganization, merger, consolidationconsolidation or disposition of assets, shares of stock or other securities, property or assets of the Issuer, or sale of its successor or transferee or an affiliate of any thereof, or cash are to be received by or distributed to the end that this Note (including adjustment holders of Common Stock, then the Holder of the Conversion Rate) Note shall be applicable after given a written notice from the Issuer informing such Holder of the terms of such reorganization, merger, consolidation or disposition of assets and of the record date thereof for any distribution pursuant thereto, at least ten days in advance of such record date, and, if such record date shall precede the Maturity Date, the Holder of the Note shall have the right thereafter to receive, upon conversion of the Note the number of shares of stock or other securities, property or assets of the Issuer, or of its successor or transferee or any affiliate thereof, or cash receivable upon or as a result of such reorganization, merger, consolidation or disposition of assets that event, as near as reasonably may be, in relation to would have been received by a holder of the number of shares of Common Stock deliverable after that equal to the number of shares the Holder of the Note would have received had such Holder converted the Note prior to such event on conversion at the Conversion Price immediately prior to such event. The provisions of this Note. The Company shallsubparagraph (iii) shall similarly apply to successive reorganizations, not later than thirty (30) days prior to making such adjustmentmergers, give written notice ("Notice") by courier to Holder at the address consolidations or dispositions of Holder shown on the Company's booksassets. (biv) Any Notice that is sent Whenever the terms of conversion shall be adjusted pursuant to this Section 5(a) 5.7, the Issuer shall set forthforthwith obtain, and cause to be delivered to the Holder of the Note, a certificate signed by the principal financial or accounting officer of the Issuer, setting forth in reasonable detail, detail the event requiring the adjustment and the method by which the adjustment was such adjustments were calculated and specifying the new Conversion Price. In the cases referred to in subparagraph (iii), such a certificate shall specify be issued describing the Conversion Rate then in effect after the adjustment amount and the increased kind of stock, securities, property or decreased number of shares of Common Stock to assets or cash which shall be received receivable upon conversion of this Note. When appropriate, advance notice may be given and included as part of the notice required under other Note after giving effect to the provisions of such subparagraph. (v) No adjustment to the Conversion Price shall be required unless such adjustment would require a change of at least 1% in such rate; provided, however, that any adjustments which by reason of this Noteparagraph (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Anti-Dilution. (a) If at any time there that a Purchaser is a capital reorganization of the Company's Common Stock, including any combination, reclassification, exchange, or subdivision of shares, a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Note, the number of still holding shares of Common Stock of purchased hereunder, the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Company shall issue (other than Exempt Issuances) any Common Stock deliverable on conversion or Common Stock Equivalents to any other person or entity at a price per share less than $1.00 (taking into account both the initial price and any exercise price in the case of this Note would have been entitled on a convertible security), without the consent of each Purchaser then holding Common Stock purchased hereunder, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Purchaser then-holding shares of Common Stock purchased hereunder so that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board average per share purchase price of directors) shall be made in applying this Note to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion issued to the Purchaser hereunder (of this Noteonly the Common Stock purchased hereunder and still owned by the Purchaser) is equal to such other lower price per share, but not less than the par value of the Common Stock. The Company shall, not later than thirty (30) days prior delivery to making such adjustment, give written notice ("Notice") by courier to Holder at the address Purchaser of Holder shown on the Company's books. (b) Any Notice that is sent additional shares of Common Stock pursuant to this Section 5(a) shall set forth, be promptly after the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock under this Section. For purposes of the issuance and adjustment described in reasonable detailthis paragraph, the event requiring issuance of any Common Stock Equivalents shall result in the adjustment and issuance of the method by which additional shares of Common Stock upon the adjustment was calculated and shall specify issuance of such Common Stock Equivalents. If the Conversion Rate then in effect after the adjustment and the increased or decreased number of Company issues additional shares of Common Stock to a Purchaser under this Section, such Purchaser shall be received upon conversion entitled to "piggy-back" registration rights with respect to such shares of this Note. When appropriateCommon Stock pursuant to, advance notice may be given and included as part in accordance with, Section 6(e) of the notice required under Registration Rights Agreement; provided, however, that such "piggy-back" registration rights shall not apply with respect to the Registration Statement. Notwithstanding anything contained herein to the contrary, this Section only applies to issuances made by the Company during the twelve (12) month period following the Closing Date. The rights of the Purchasers set forth in this Section are in addition to any other provisions of rights the Purchasers have pursuant to this NoteAgreement and any other agreement referred to or entered into in connection herewith.

Anti-Dilution. (a) If at any time there that a Purchaser is a capital reorganization of the Company's Common Stock, including any combination, reclassification, exchange, or subdivision of shares, a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Note, the number of still holding shares of Common Stock of purchased hereunder, the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Company shall issue (other than Exempt Issuances) any Common Stock deliverable on conversion or Common Stock Equivalents to any other person or entity at a price per share less than $1.50 (taking into account both the initial price and any exercise price in the case of this Note would have been entitled on a convertible security), without the consent of each Purchaser then holding Common Stock purchased hereunder, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Purchaser then-holding shares of Common Stock purchased hereunder so that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board weighted average per share purchase price of directors) shall be made in applying this Note to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion issued to the Purchaser hereunder (of this Noteonly the Common Stock purchased hereunder and still owned by the Purchaser) is equal to such other lower price per share, but not less than the par value of the Common Stock. The Company shall, not later than thirty (30) days prior delivery to making such adjustment, give written notice ("Notice") by courier to Holder at the address Purchaser of Holder shown on the Company's books. (b) Any Notice that is sent additional shares of Common Stock pursuant to this Section 5(a) shall set forth, be promptly after the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock under this Section. For purposes of the issuance and adjustment described in reasonable detailthis paragraph, the event requiring issuance of any Common Stock Equivalents shall result in the adjustment and issuance of the method by which additional shares of Common Stock upon the adjustment was calculated and shall specify issuance of such Common Stock Equivalents. If the Conversion Rate then in effect after the adjustment and the increased or decreased number of Company issues additional shares of Common Stock to a Purchaser under this Section, such Purchaser shall be received upon conversion entitled to "piggy-back" registration rights with respect to such shares of this Note. When appropriateCommon Stock pursuant to, advance notice may be given and included as part in accordance with, Section 6(d) of the notice required under Registration Rights Agreement; provided, however, that such "piggy-back" registration rights shall not apply with respect to the Registration Statement. Notwithstanding anything contained herein to the contrary, this Section only applies to issuances made by the Company during the six (6) month period following the Effective Date. The rights of the Purchasers set forth in this Section are in addition to any other provisions of rights the Purchasers have pursuant to this NoteAgreement and any other agreement referred to or entered into in connection herewith.

Anti-Dilution. The price per share at which shares of Common Stock may be ------------- purchased hereunder, and the number of such shares to be purchased upon exercise hereof, are subject to change or adjustment as follows: (aA) If at any time there is In case the Company shall, while this Option remains unexercised, in whole or in part, and in force, effect a capital reorganization recapitalization of such character that the Company's shares of Common Stock, including any combination, reclassification, exchange, Stock purchasable hereunder shall be changed into or subdivision become exchangeable for a larger or smaller number of shares, a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part after the date of record for effecting such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Noterecapitalization, the number of shares of Common Stock of which the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on conversion of this Note would have been entitled on that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board of directors) hereof shall be made in applying this Note entitled to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) purchase hereunder shall be applicable after that eventincreased or decreased, as near as reasonably the case may be, in relation direct proportion to the shares of Common Stock deliverable after that event on conversion of this Note. The Company shall, not later than thirty (30) days prior to making such adjustment, give written notice ("Notice") by courier to Holder at increase or decrease in the address of Holder shown on the Company's books. (b) Any Notice that is sent pursuant to Section 5(a) shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and shall specify the Conversion Rate then in effect after the adjustment and the increased or decreased number of shares of Common Stock to by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized Common Stock shall, in the case of an increase in the number of such shares, be received upon conversion proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of this Note. When appropriatesubsection (A), advance notice a stock dividend, stock split up or reverse split shall be considered as a recapitalization and as an exchange for a larger or smaller number of shares, as the case may be. (B) In the case of any consolidation of the Company with, or merger of the Company into, any other Company, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Company, then, as a condition of such consolidation, merger or sale or conveyance, adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Option and in lieu of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be given issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of Common Stock immediately therefore purchasable and included as part receivable upon the exercise of the notice required under other provisions rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this NoteOption to the end that the provisions hereof shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.

Anti-Dilution. (a) If at any time there that a Purchaser is a capital reorganization of the Company's Common Stock, including any combination, reclassification, exchange, or subdivision of shares, a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the Company's properties and assets as, or substantially as, an entirety to another person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that Holder shall thereafter be entitled to receive on conversion of this Note, during the period specified in this Note, the number of still holding shares of Common Stock of purchased hereunder, the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Company shall issue (other than Exempt Issuances) any Common Stock deliverable on conversion or Common Stock Equivalents to any other person or entity at a price per share less than $2.00 (taking into account both the initial price and any exercise price in the case of this Note would have been entitled on a convertible security), without the consent of each Purchaser then holding Common Stock purchased hereunder, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Purchaser then-holding shares of Common Stock purchased hereunder so that event if this Note had been converted immediately before that event. In any such case, appropriate adjustment (as determined by the Company's board weighted average per share purchase price of directors) shall be made in applying this Note to the rights and the percentage interests of Holder after the reorganization, merger, consolidation, or sale to the end that this Note (including adjustment of the Conversion Rate) shall be applicable after that event, as near as reasonably may be, in relation to the shares of Common Stock deliverable after that event on conversion issued to the Purchaser hereunder (of this Noteonly the Common Stock purchased hereunder and still owned by the Purchaser) is equal to such other lower price per share, but not less than the par value of the Common Stock. The Company shall, not later than thirty (30) days prior delivery to making such adjustment, give written notice ("Notice") by courier to Holder at the address Purchaser of Holder shown on the Company's books. (b) Any Notice that is sent additional shares of Common Stock pursuant to this Section 5(a) shall set forth, be promptly after the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock under this Section. For purposes of the issuance and adjustment described in reasonable detailthis paragraph, the event requiring issuance of any Common Stock Equivalents shall result in the adjustment and issuance of the method by which additional shares of Common Stock upon the adjustment was calculated and shall specify issuance of such Common Stock Equivalents. If the Conversion Rate then in effect after the adjustment and the increased or decreased number of Company issues additional shares of Common Stock to a Purchaser under this Section, such Purchaser shall be received upon conversion entitled to "piggy-back" registration rights with respect to such shares of this Note. When appropriateCommon Stock pursuant to, advance notice may be given and included as part in accordance with, Section 6(d) of the notice required under Registration Rights Agreement; provided, however, that such "piggy-back" registration rights shall not apply with respect to the Registration Statement. Notwithstanding anything contained herein to the contrary, this Section only applies to issuances made by the Company during the six (6) month period following the Effective Date. The rights of the Purchasers set forth in this Section are in addition to any other provisions of rights the Purchasers have pursuant to this NoteAgreement and any other agreement referred to or entered into in connection herewith.