Common use of Antidilution Protection Clause in Contracts

Antidilution Protection. (a) In the event that, at a time when Series C Convertible Preferred Stock is then outstanding, the Company grants any Antidilution Protection to any purchaser(s) of 1% or more (on a fully diluted basis) of the Capital Stock which would (if granted to the holders of the Series C Convertible Preferred Stock) be materially more favorable (taken as a whole) to the holders of the Series C Convertible Preferred Stock than the Antidilution Protection then applicable to the Series C Convertible Preferred Stock (a "New Antidilution Protection"), then if the holders of a majority of the Series C Convertible Preferred Stock outstanding so elect by written notice to the Company, the Company and the Series C Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide (and the Investors and their Permitted Transferees, other than Permitted Transferees of Common Stock sold pursuant to an effective registration statement or Rule 144 or Rule 145 under the Securities Act of 1933, as amended) shall vote in favor of any amendment to the Certificate of Designation of the Series C Convertible Preferred Stock which may be necessary), as nearly as practicable under the circumstances and consistent with the other terms of Certificate of Designation for the Series C Convertible Preferred Stock, the New Antidilution Protection to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred Stock. (b) In the event that a New Antidilution Protection is granted to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred Stock, if the Note Investors holding a majority of the outstanding aggregate principal amount at maturity of the New Notes so elect, the Company and the Note Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide, as nearly as practicable under the circumstances and consistent with the GM Note Purchase Agreement, the New Note Purchase Agreement, the Notes and this Agreement, the New Antidilution Protection to the Note Investors.

Antidilution Protection. (a) In Pursuant to the event that, at a time when provisions of the Company’s Series C Convertible Preferred Stock is then outstandingCertificate of Designations (the “Series C Certificate”), the Company grants any Antidilution Protection to any purchaser(s) of 1% or more (on a fully diluted basis) of the Capital Stock which would (if granted to the holders conversion price of the Series C Convertible Preferred Stockmay be adjusted upon an issuance by the Company of certain equity securities with a price per share less than the Conversion Price (as defined in the Series C Certificate) be materially more favorable (taken as of the Series C. The parties acknowledge and agree that such a whole) Conversion Price adjustment could result in the Series C issued to the holders Stockholders pursuant to the Purchase Agreement becoming convertible into an amount of the Company’s common stock that would exceed twenty percent of the Company’s common stock (or voting power) less one share (the “Nasdaq Limit”) outstanding prior to the issuance of such Series C. The parties further acknowledge that they desire that such Series C not become convertible into an amount of common stock greater than the Nasdaq Limit, unless and until the Company’s stockholders have approved such an issuance or unless such issuance would not be a violation of the Nasdaq rules. Therefore, the parties hereby agree that, notwithstanding anything to the contrary contained in the Series C Certificate, the Conversion Price of the Series C Convertible Preferred Stock than the Antidilution Protection then applicable to shall not be adjusted below that price which would result in the Series C Convertible Preferred Stock (shares issued pursuant to the Purchase Agreement becoming convertible into a "New Antidilution Protection")number of shares of the Company’s common stock greater than the Nasdaq Limit, unless the aforementioned stockholder approvals have been obtained prior thereto or unless otherwise allowed by the Nasdaq Rules. If, at the time Series C shares are converted into common stock by one of the Stockholders, the number of shares of common stock issuable upon such conversion would have been greater, but for the operation of this paragraph 1, then the Company shall pay to such converting Stockholder cash in an amount equal to the Fair Market Value of the shares of common stock that such Stockholder would have otherwise received. For purposes hereof “Fair Market Value” shall be defined as the average daily Market Price of the Company’s common stock over a period of twenty (20) consecutive trading days prior to the day as of which Fair Market Value is being determined. The “Market Price” for each such trading day shall be the average closing price on all domestic exchanges on which the common stock is then listed or the last sale price on the Nasdaq National or SmallCap Market or if the holders of a majority stock is not so listed the average of the Series C Convertible Preferred Stock outstanding so elect by written notice to high and low bid and asked prices on such day in the Company, domestic over the Company and counter market or as reported on the Series C Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide (and the Investors and their Permitted Transferees, other than Permitted Transferees of Common Stock sold pursuant to an effective registration statement or Rule 144 or Rule 145 under the Securities Act of 1933, as amended) shall vote in favor of any amendment to the Certificate of Designation of the Series C Convertible Preferred Stock which may be necessary), as nearly as practicable under the circumstances and consistent with the other terms of Certificate of Designation for the Series C Convertible Preferred Stock, the New Antidilution Protection to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred StockNasdaq bulletin board. (b) In the event that a New Antidilution Protection is granted to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred Stock, if the Note Investors holding a majority of the outstanding aggregate principal amount at maturity of the New Notes so elect, the Company and the Note Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide, as nearly as practicable under the circumstances and consistent with the GM Note Purchase Agreement, the New Note Purchase Agreement, the Notes and this Agreement, the New Antidilution Protection to the Note Investors.

Antidilution Protection. (A) If at any time the ----------------------- Corporation subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares obtainable upon exercise of this Warrant shall be proportionately increased. If the Corporation at any time combines (by reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares obtainable upon exercise of this Warrant shall be proportionately decreased. (B) Any recapitalization (other than a subdivision or combination of Common Stock described in paragraph (a) In above), reorganization, reclassification, consolidation, merger, sale of all or substantially all of the event thatCorporation's assets (determined on a consolidated basis in accordance with Delaware Law) to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, at a time when Series C Convertible Preferred cash, securities or assets with respect to or in exchange for Common Stock is then outstandingreferred to herein as "Organic Change." Prior to the consummation of any Organic Change, the Company grants Corporation shall make appropriate provision to insure that each Holder shall thereafter have the right to acquire and receive in lieu of or addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares of stock, cash, securities or assets as such Holder would have received in connection with such Organic Change if such Holder had exercised such Warrant immediately prior to such Organic Change. In any Antidilution Protection such case, the Corporation shall make appropriate provision with respect to any purchaser(s) such Holders' rights and interests to insure that the provisions of 1% or more (on a fully diluted basis) of the Capital Stock which would (if granted to the holders of the Series C Convertible Preferred Stock) this Section shall thereafter be materially more favorable (taken as a whole) to the holders of the Series C Convertible Preferred Stock than the Antidilution Protection then applicable to the Series C Convertible Preferred Stock Warrants. The Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (a "New Antidilution Protection")if other than the Corporation) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument, then if the holders obligation to deliver to each such Holder such shares of a majority stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to acquire. (C) All calculations under this Section 3 shall be made to the nearest whole share. (D) Immediately upon any adjustment in the number of Warrant Shares subject to this Warrant and of the Series C Convertible Preferred Stock outstanding so elect by Exercise Price, the Corporation shall give written notice thereof to the Holder, setting forth in reasonable detail and certifying the calculation of such adjustment. The Corporation shall also give written notice to the Company, the Company and the Series C Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide (and the Investors and their Permitted Transferees, other than Permitted Transferees of Common Stock sold pursuant to an effective registration statement or Rule 144 or Rule 145 under the Securities Act of 1933, as amended) shall vote in favor of any amendment Holder at least 10 Business Days prior to the Certificate of Designation of the Series C Convertible Preferred Stock date on which may be necessary), as nearly as practicable under the circumstances and consistent with the other terms of Certificate of Designation for the Series C Convertible Preferred Stock, the New Antidilution Protection to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred Stockan Organic Change shall take place. (b) In the event that a New Antidilution Protection is granted to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred Stock, if the Note Investors holding a majority of the outstanding aggregate principal amount at maturity of the New Notes so elect, the Company and the Note Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide, as nearly as practicable under the circumstances and consistent with the GM Note Purchase Agreement, the New Note Purchase Agreement, the Notes and this Agreement, the New Antidilution Protection to the Note Investors.