Common use of Change in Option Price or Conversion Rate Clause in Contracts

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c8(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c8(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l3(e)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l3(e)(ii)(l) or 9(c)(ii)(23(e)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l3(e)(ii)(l) or 9(c)(ii)(23(e)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c3(e) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c3(e) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c8(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c8(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(g)(ii)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(g)(ii)(1) or 9(c)(ii)(28(g)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(g)(ii)(1) or 9(c)(ii)(28(g)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, excluding changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 8(g) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 8(g) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofabove, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2)above, or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) above are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) Section 6 or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) Section 6 (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon If there is a change at any time in (i) the happening amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereof, the additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lCapital Shares Equivalent; or (iii) or 9(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) any Capital Shares Equivalent are convertible into or exchangeable for Common Stock shall change at any time (includingin each such case, but not limited to, changes other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith change will be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities Capital Shares Equivalent still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. On Notwithstanding the termination foregoing, to the extent the shares of any Option Common Stock (or securities convertible into or exchangeable for which any adjustment was made pursuant shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Holder, the Exercise Price then in effect hereunder shall forthwith be changed readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to the Exercise Price which would have been then be in effect at had the time adjustments made upon the issuance of such termination had rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such Option shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or Convertible Securitiesall of which shall be in a form other than cash, to the extent outstanding immediately prior to value of such terminationconsideration shall be as determined in good faith by the Board of Directors of the Company, never been issuedwhose determination shall be conclusive absent manifest error.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l(b)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l(b)(i) or 9(c)(ii)(2(b)(ii), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l(b)(i) or 9(c)(ii)(2(b)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Share Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Share Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(csubsections (a) and (b) hereof or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c(b) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Share Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Share Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l11(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l11(d)(ii)(l) or 9(c)(ii)(211(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l11(d)(ii)(l) or 9(c)(ii)(211(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c11(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c11(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereof3(e)(ii)(l), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l3(e)(ii)(l) or 9(c)(ii)(23(e)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l3(e)(ii)(l) or 9(c)(ii)(23(e)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c3(e) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c3(e) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lSection 3(b)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSections 3(b)(l) or 9(c)(ii)(23(b)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSections 3(b)(l) or 9(c)(ii)(23(b)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 3(b) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 3(b) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lSection 8(e)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2Section 8(e)(l), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2Section 8(e)(l) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Warrant Price then in effect hereunder is thereby reduced. On the termination of any Option for which any an adjustment was made pursuant to this subsection 9(cSection 8(e) or any right to convert or exchange Convertible Securities for which any an adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the CompanySection 8(e), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2) are convertible into or exchangeable for Common Stock Ordinary Shares shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c8(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c8(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l9(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l9(f)(l) or 9(c)(ii)(29(f)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l9(f)(l) or 9(c)(ii)(29(f)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c9(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c9(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon any change in any of (A) the happening total amount received or receivable by the Corporation as consideration for the granting or sale of any of the following events, namely, if the purchase price provided for in any Option Options or Convertible Securities referred to in subsection 9(c)(ii)(lSection 9(c)(1) hereofor Section 9(c)(2), (B) the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of any Options or upon the issuance, conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSection 9(d)(1) or 9(c)(ii)(2Section 9(c)(2), or (C) the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSection 9(c)(1) or 9(c)(ii)(2Section 9(c)(2) are convertible into or exchangeable for Common Stock, or (D) the maximum number of shares of Common Stock shall change at issuable in connection with any time Options referred to in Section 9(c)(1) or any Convertible Securities referred to in Section 9(c)(2) (includingin each case, but not limited to, changes under or by reason of provisions designed to protect against dilutionother than in connection with an Excluded Issuance), then (whether or not the Exercise original issuance or sale of such Options or Convertible Securities resulted in an adjustment to the Conversion Price pursuant to this Section 9) the Conversion Price in effect at the time of such event change shall forthwith be readjusted adjusted or readjusted, as applicable, to the Exercise Conversion Price which would have been in effect at such time pursuant to the provisions of this Section 9 had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration , but only if as a result of such Convertible Securities by adjustment or readjustment the Company), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issuedis reduced.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofabove, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2)above, or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) above are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) Section 5 or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) Section 5 (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon Except for Options ----------------------------------------- granted in accordance with the happening provisions of any Section 8(c) above or in accordance with the Company's Rights Agreement dated as of the following eventsFebruary 26, namely2000, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofOptions, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2), or the rate at which any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change changes at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution)time, the Exercise Price in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination ; provided that if such adjustment would result in an increase of any Option for which any adjustment was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder effect, such adjustment shall forthwith not be effective until 30 days after written notice thereof has been given by the Company to all holders of the Warrants. For purposes of Section 9, if the terms of any Option or Convertible Security which was outstanding as of the date hereof are changed to in the Exercise Price which would have been manner described in effect at the time of such termination had immediately preceding sentence, then such Option or Convertible SecuritiesSecurity and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the extent outstanding immediately prior date of such change; provided that no such change shall at any time cause the Exercise Price hereunder to such termination, never been issuedbe increased.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l9(h)(ii)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l9(h)(ii)(1) or 9(c)(ii)(2)9(h)(ii)(2) above, or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l9(h)(ii)(1) or 9(c)(ii)(29(h)(ii)(2) above are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, excluding changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c9(h) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c9(h) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon If there shall occur a change in (A) the happening maximum number of shares of Common Stock issuable in connection with any of the following eventsOption referred to in Section A.7(a)(i) or any Convertible Securities referred to in Section A.7(a)(i) or (ii), namely, if (B) the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lSection A.7(a)(i), (C) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSection A.7(a)(i) or 9(c)(ii)(2), (ii) or (D) the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSection A.7(a)(i) or 9(c)(ii)(2(ii) are convertible into or exchangeable for Common Stock shall change at any time (includingin each case, but not limited to, changes under or by reason of provisions designed to protect against dilutionother than in connection with an event described in Section A.7(b)), then the Exercise applicable Conversion Price in effect at the time of such event shall forthwith be readjusted adjusted to the Exercise Conversion Price which for such series of Preferred Stock that would have been in effect at such time had such Options or Convertible Securities that are still outstanding provided for such changed maximum number of shares, purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Conversion Price then in effect for such series of Preferred Stock is thereby reduced; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Securities, the Exercise Conversion Price then in effect hereunder shall forthwith be changed increased to the Exercise Conversion Price which that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such terminationtermination (i.e., to the extent that fewer than the number of shares of Common Stock deemed to have been issued in connection with such Option or Convertible Securities were actually issued), never been issuedissued or been issued at such higher price, as the case may be.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(d)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(d)(l) or 9(c)(ii)(28(d)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(d)(l) or 9(c)(ii)(28(d)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c8(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c8(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if (A) the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lSection 3(g)(i) hereof, (B) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSections 3(g)(i) or 9(c)(ii)(23(g)(ii), or (C) the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSections 3(g)(i) or 9(c)(ii)(23(g)(ii) are convertible into or exchangeable for Common Stock shall change increase or decrease at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 3(g) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 3(g) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, Securities never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l9(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l9(d)(ii)(l) or 9(c)(ii)(29(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l9(d)(ii)(l) or 9(c)(ii)(29(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c9(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c9(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l11(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSections 11(d)(ii)(l) or 9(c)(ii)(211(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSections 11(d)(ii)(l) or 9(c)(ii)(211(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 11(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 11(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l4(e)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l4(e)(l) or 9(c)(ii)(24(e)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l4(e)(l) or 9(c)(ii)(24(e)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c4(e) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c4(e) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l4.7(c)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l4.7(c)(i) or 9(c)(ii)(24.7(c)(ii), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l4.7(c)(i) or 9(c)(ii)(24.7(c)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Subsequent Issue Price in effect at the time of such event shall forthwith be readjusted to the Exercise Subsequent Issue Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c4.7(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c4.7(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Subsequent Issue Price then in effect hereunder shall forthwith be changed to the Exercise Subsequent Issue Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lSection 6.3(b)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSection 6.3(b)(i) or 9(c)(ii)(2Section 6.3(b)(ii), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSection 6.3(b)(i) or 9(c)(ii)(2Section 6.3(b)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) Section 6.3 or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) Section 6.3 (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l4.6(c)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l4.6(c)(i) or 9(c)(ii)(24.6(c)(ii), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l4.6(c)(i) or 9(c)(ii)(24.6(c)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Per Share Purchase Price in effect at the time of such event shall forthwith be readjusted to the Exercise Per Share Purchase Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c4.6(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c4.6(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Per Share Purchase Price then in effect hereunder shall forthwith be changed to the Exercise Per Share Purchase Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On ; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration Consideration of all such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(g)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(g)(l) or 9(c)(ii)(28(g)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(g)(l) or 9(c)(ii)(28(g)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c8(g) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c8(g) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if If the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofOptions, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2), or the rate at which any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change changes at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution)time, the Exercise Series B Conversion Price in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise Series B Conversion Price which that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided, that, if such adjustment of the Series B Conversion Price would result in an increase in the Series B Conversion Price then in effect, the Corporation will promptly give all holders of Series B Preferred written notice of such increase. On For purposes of this Section 7(c)(iii), if the termination terms of any Option for which any adjustment or Convertible Security that was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon outstanding as of the redemption or purchase for consideration of such Convertible Securities by Series B Original Issuance Date are changed in the Company)manner described in the immediately preceding sentence, the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible SecuritiesSecurity and the Common deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the extent outstanding immediately prior date of such change; provided, that, no such change shall at any time cause the Series B Conversion Price hereunder to such termination, never been issuedbe increased.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l(d)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l(d)(l) or 9(c)(ii)(2(d)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l(d)(l) or 9(c)(ii)(2(d)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lSection 8(e)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2Section 8(e)(l), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2Section 8(e)(l) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase pricepric e, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Warrant Price then in effect hereunder is thereby reduced. On the termination of any Option for which any an adjustment was made pursuant to this subsection 9(cSection 8(e) or any right to convert or exchange Convertible Securities for which any an adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the CompanySection 8(e), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(g)(ii)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(28(g)(ii)(1)or 8(g)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(g)(ii)(1) or 9(c)(ii)(28(g)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, excluding changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 8(g) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 8(g) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l10(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l10(c)(ii)(l) or 9(c)(ii)(210(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l10(c)(ii)(l) or 9(c)(ii)(210(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c10(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c10(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price price, additional consideration payable or conversion rate provided for in any Option or Convertible Security referred to in subsection 9(c)(ii)(lSection 1(c)(i)(b) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination without exercise of any Option for which any adjustment was made pursuant to this subsection 9(cSection 1(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 1(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if If the purchase price provided for in any Right or Option referred to in subsection 9(c)(ii)(l) hereofSection 10(a)(l), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSections 10(a)(l) or 9(c)(ii)(210(a)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSections 10(a)(l) or 9(c)(ii)(210(a)(2) are convertible into or exchangeable for Common Capital Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 10(b) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 10(b) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), and after five (5) calendar days notice to the Holder, the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l4(v)(b)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l4(v)(b)(l) or 9(c)(ii)(24(v(b)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l4(v)(b)(l) or 9(c)(ii)(24(v)(b)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c4(v) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c4(v) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l6(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l6(c)(ii)(l) or 9(c)(ii)(26(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l6(c)(ii) (1) or 9(c)(ii)(26(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c6(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c6(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option option referred to in subsection 9(c)(ii)(l) hereofsubparagraph 6D(l), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lsubparagraph 6D(l) or 9(c)(ii)(26D(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lsubparagraph 6D(l) or 9(c)(ii)(26D(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced; and on the termination of any such Option for which or 'any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Securities, the Exercise Conversion Price then in effect hereunder shall forthwith be changed increased to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l11(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l11(d)(ii)(l) or 9(c)(ii)(211(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l11(d)(ii)(l) or 9(c)(ii)(211(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c11(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c11(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the CompanyBorrower), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening ----------------------------------------- of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofsubparagraph (a), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lsubparagraphs (a) or 9(c)(ii)(2(b), or the rate at which Convertible convertible Securities referred to in subsections 9(c)(ii)(lsubparagraphs (a) or 9(c)(ii)(2(b) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On ; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Securities, the Exercise Warrant Price then in effect hereunder shall forthwith be changed increased to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon If, at any time or from time to time, there shall occur a change in (A) the happening maximum number of Class A Shares issuable in connection with any of the following eventsOption referred to in Section 3(i) above or any Convertible Securities referred to in Section 3(i) or Section 3(ii) above, namely, if (B) the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lSection 3(i) hereofabove, (C) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSection 3(i) or 9(c)(ii)(2), Section 3(ii) above or (D) the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSection 3(i) or 9(c)(ii)(2Section 3(ii) above are convertible into or exchangeable for Common Stock shall change at any time Class A Shares (includingin each case, but not limited to, changes under or by reason of provisions designed to protect against dilutionother than in connection with an event described in Section 4 below), then the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise relevant Conversion Price which that would have been in effect at such time had such Options or Convertible Securities that are still outstanding provided for such changed maximum number of shares, purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Conversion Price then in effect is thereby reduced; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Securities, the Exercise Conversion Price then in effect hereunder shall forthwith be changed increased to the Exercise Conversion Price which that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such terminationtermination (i.e., to the extent that fewer than the number of Class A Shares deemed to have been issued in connection with such Option or Convertible Securities were actually issued), never been issuedissued or sold or been issued or sold at such higher price, as the case may be.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofparagraph (a), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lparagraph (a) or 9(c)(ii)(2(b), or the rate at which any Convertible Securities referred to in subsections 9(c)(ii)(lparagraph (a) or 9(c)(ii)(2(b) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes other than under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On ; and on the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)securities, the Exercise Warrant Price then in effect hereunder shall forthwith be changed increased to the Exercise Warrant Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l12(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l12(c)(ii)(l) or 9(c)(ii)(212(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l12(c)(ii)(l) or 9(c)(ii)(212(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c12(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c12(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l(g)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l(g)(l) or 9(c)(ii)(2(g)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l(g)(l) or 9(c)(ii)(2(g)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c(g) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c(g) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening occurrence of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lparagraph (5)(a) hereofof this Article V.D., the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lparagraphs (5)(a) or 9(c)(ii)(2)(5)(b) of this Article V.D., or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lparagraphs (5)(a) or 9(c)(ii)(2(5)(b) of this Article V.D. are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted adjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration consideration, or conversion rate, as the case may be, at the time initially granted, issued issued, or sold. On , but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced; and on the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Companysecurities referred to in paragraphs (5)(a), (5)(b) or (5)(c) of this Article V.D., the Exercise Conversion Price then in effect hereunder shall forthwith be changed increased to the Exercise Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l5(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l5(f)(l) or 9(c)(ii)(25(f)(2), other than the Series A Shares, or the rate at which Convertible Securities Securities, other than the Series A Shares, referred to in subsections 9(c)(ii)(l5(f)(l) or 9(c)(ii)(25(f)(2) are convertible into or exchangeable for Common Stock Shares shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c5(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c5(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the CompanyWorldHeart), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if If the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofOptions, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2), or the rate at which any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change changes at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution)time, the Exercise Series A Conversion Price in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise Series A Conversion Price which that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided, that, if such adjustment of the Series A Conversion Price would result in an increase in the Series A Conversion Price then in effect, the Corporation will promptly give all holders of Series A Preferred written notice of such increase. On For purposes of this Section 7(c)(iii), if the termination terms of any Option for which any adjustment or Convertible Security that was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon outstanding as of the redemption or purchase for consideration of such Convertible Securities by Series A Original Issuance Date are changed in the Company)manner described in the immediately preceding sentence, the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible SecuritiesSecurity and the Common deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the extent outstanding immediately prior date of such change; provided, that, no such change shall at any time cause the Series A Conversion Price hereunder to such termination, never been issuedbe increased.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if If the purchase ----------------------------------------- price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofOptions, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2), or the rate at which any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change Units changes at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution)time, the Exercise Conversion Price for each series of Preferred Units in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise applicable Conversion Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On For purposes of this Section 4.1(c), if the termination terms of any Option for or -------------- Convertible Security which any adjustment was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon outstanding as of the redemption or purchase for consideration date of such Convertible Securities by issuance of the Company)Preferred Units are changed in the manner described in the immediately preceding sentence, the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible SecuritiesSecurity and the Common Units deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the extent outstanding immediately prior date of such change; provided that -------- no such change shall at any time cause the Conversion Price hereunder for any series of Preferred Units to such termination, never been issuedbe increased.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l10(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l10(d)(ii)(l) or 9(c)(ii)(210(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l10(d)(ii)(l) or 9(c)(ii)(210(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c10(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c10(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(l) or 9(c)(ii)(28(f)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c8(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c8(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.. (f)

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if If the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofOptions, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2), or the rate at which any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change changes at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution)time, the Exercise Series C Conversion Price in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise Series C Conversion Price which that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided, that, if such adjustment of the Series C Conversion Price would result in an increase in the Series C Conversion Price then in effect, the Corporation will promptly give all holders of Series C Preferred written notice of such increase. On For purposes of this Section 7(c)(iii), if the termination terms of any Option for which any adjustment or Convertible Security that was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon outstanding as of the redemption or purchase for consideration of such Convertible Securities by Series C Original Issuance Date are changed in the Company)manner described in the immediately preceding sentence, the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible SecuritiesSecurity and the Common deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the extent outstanding immediately prior date of such change; provided, that, no such change shall at any time cause the Series C Conversion Price hereunder to such termination, never been issuedbe increased.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereof3(d)(i), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lsubsection 3(d)(i) or 9(c)(ii)(23(d)(ii), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lsubsection 3(d)(i) or 9(c)(ii)(23(d)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Securities, the Exercise Conversion Price then in effect hereunder shall forthwith be changed increased to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l6(c)(ii)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l6(c)(ii)(1) or 9(c)(ii)(26(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l6(c)(ii)(1) or 9(c)(ii)(26(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c6(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c6(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8 (0 (1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(0(1) or 9(c)(ii)(28(0(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8 (0 (1) or 9(c)(ii)(28 (0 (2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On ; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration Consideration of all such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if If the purchase price provided for in any Right or Option referred to in subsection 9(c)(ii)(l) hereofSection 12(a)(l), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSections 12(a)(l) or 9(c)(ii)(212(a)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSections 12(a)(l) or 9(c)(ii)(212(a)(2) are convertible into or exchangeable for Common Capital Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 12(b) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 12(b) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), and after five (5) calendar days notice to the Holder, the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofSection 8(d)(l), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSection 8(d)(1) or 9(c)(ii)(2Section 8(d)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSection 8(d)(1) or 9(c)(ii)(2Section 8(d)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On Upon the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 8(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 8(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon ----------------------------------------- the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l11(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l11(d)(ii)(l) or 9(c)(ii)(211(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l11(d)(ii)(l) or 9(c)(ii)(211(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c11(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c11(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l8(f)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(1) or 9(c)(ii)(28(f)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l8(f)(1) or 9(c)(ii)(28(f)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On ; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration Consideration of all such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the ----------------------------------------- happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l9(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l9(d)(ii)(l) or 9(c)(ii)(29(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l9(d)(ii)(l) or 9(c)(ii)(29(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c9(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c9(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if If: (i) the purchase price provided for in any Right or Option referred to in subsection 9(c)(ii)(l5E(l) hereof, ; (ii) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l5E(l) or 9(c)(ii)(25E(2), ; (iii) or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l5E(l) or 9(c)(ii)(25E(2) are convertible into or exchangeable for Common Stock shall change at any time (each, a “Readjustment Event”) (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Readjustment Event occurred at the time the Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time were initially granted, issued or sold. On Upon the termination of any Option for which any adjustment was made pursuant to this subsection 9(c5(E) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c5(E) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), and after five calendar days notice to the Exercise holder, the Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l7(f)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l7(f)(1) or 9(c)(ii)(27(f)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l7(f)(1) or 9(c)(ii)(27(f)(2) are convertible into or exchangeable for Common Stock Conversion Shares shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c7(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c7(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Conversion Price then in effect hereunder shall forthwith be changed to the Exercise Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l9(c)(ii)(A) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l9(c)(ii)(A) or 9(c)(ii)(29(c)(ii)(B), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l9(c)(ii)(A) or 9(c)(ii)(29(c)(ii)(B) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon In the happening of any of the following events, namely, if event that the purchase price provided for in any Option option, warrant or other securities referred to in subsection 9(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2)11.4.3, or the rate at which Convertible Securities any convertible or exchangeable securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) subsection 11.4.3 are convertible into or exchangeable for shares of Common Stock shall change at any time (including, but not limited to, changes other than under or by reason of provisions designed to protect against dilution), than, for purposes of any adjustment required by Section 11.4, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which that would have been in effect at such time had such Options options. warrants or Convertible Securities other securities or convertible or exchangeable securities still outstanding provided for such changed purchase price, additional consideration or conversion or exchange rate, as the case may be, at the time initially granted, issued or sold. On In the termination event that the purchase price provided for in any such option referred to in subsection 11.4.3, or the additional consideration (if any) payable upon the conversion or exchange of any Option for convertible or exchangeable securities referred to in subsection 11.4.4, or the rate at which any adjustment was made pursuant convertible or exchangeable securities referred to this in subsection 9(c) 11.4.3 are convertible into or exchangeable for shares of Common Stock, shall be reduced at any right time under or by reason of provisions with respect thereto designed to convert protect against dilution, then in case of the delivery of shares of Common Stock upon the exercise of any such option or upon conversion or exchange Convertible Securities for which of any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption such convertible or purchase for consideration of such Convertible Securities by the Company)exchangeable security, the Exercise Price then in effect hereunder shall forthwith shall, upon issuance of such shares of Common Stock, be changed adjusted to the Exercise Price which such amount as would have been in effect at the time of such termination obtained had such Option option or Convertible Securities, to the extent outstanding immediately prior to such termination, convertible or exchangeable security never been issuedissued and had adjustments been made only upon the issuance of the shares of Common Stock delivered as aforesaid and for the consideration actually received for such option or convertible or exchangeable security and the shares of Common Stock.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(lSection 3(h)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSections 3(h)(i) or 9(c)(ii)(23(h)(ii), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSections 3(h)(i) or 9(c)(ii)(23(h)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 3(h) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 3(h) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) Section 3.6.1 hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) Sections 3.6.1 or 9(c)(ii)(2)3.6.2, or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) Sections 3.6.1 or 9(c)(ii)(2) 3.6.2 are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) Section 3.6 or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) Section 3.6 (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l12 (B)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l12 (B)(i) or 9(c)(ii)(212 (B)(ii), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l12 (B)(i) or 9(c)(ii)(212 (B)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted (upwards or downwards) to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c12 (B) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c12 (B) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Warrant Price then in effect hereunder shall forthwith be changed to the Exercise Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon If the happening of any of the following events, namely, if the purchase exercise price provided for in any Option referred to in subsection 9(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of rate at which any Convertible Securities referred to in subsections 9(c)(ii)(lsubsection 10(e)(i) or 9(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) are convertible into or exchangeable for shares of Common Stock shall change at any time (including, but not limited to, changes other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 10(e)(i), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , provided that if such readjustment is an increase in the termination of any Option for Exercise Price, such readjustment shall not exceed the amount (as adjusted) by which any adjustment was made pursuant to this subsection 9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed was decreased pursuant to Section 10(e)(i) upon the Exercise Price which would have been in effect at issuance of the time Convertible Security. If the purchase price or the additional consideration (if any) payable upon the conversion or exchange of such termination had such Option or any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for shares of Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the extent outstanding immediately prior to such termination, never been issued.delivery of shares of

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofSection 4B, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) Section 4B or 9(c)(ii)(2)4C, or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) Section 4B or 9(c)(ii)(2) 4C are convertible into or exchangeable for Common Stock shall change at any time (including, including but not limited to, to changes under or by reason of provisions designed to protect against dilution), the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced; and on the expiration or termination of any such Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Securities, the Exercise Conversion Price then in effect hereunder shall forthwith be changed increased to the Exercise Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofabove, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2)above, or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2) above are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(cSection 3(b) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(cSection 3(b) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofSection 8(e)(ii)(A), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lSection 8(e)(ii)(A) or 9(c)(ii)(2)8(e)(ii)(B) hereof, or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(lSection 8(e)(ii)(A) or 9(c)(ii)(28(e)(ii)(B) are convertible into or exchangeable for shares of Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Securities, the Warrant Exercise Price then in effect hereunder shall forthwith be changed adjusted to the Warrant Exercise Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l) hereofparagraph (a), the additional consideration, consideration if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(lparagraph (a) or 9(c)(ii)(2(b), or the rate at which any Convertible Securities referred to in subsections 9(c)(ii)(lparagraph (a) or 9(c)(ii)(2(b) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes other than under or by reason of provisions designed to protect against dilution), the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On ; and on the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 9(c) or any such right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company)Securities, the Exercise Warrant Price then in effect hereunder shall forthwith be changed increased to the Exercise Warrant Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding.

Change in Option Price or Conversion Rate. Upon ----------------------------------------- the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9(c)(ii)(l9(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(c)(ii)(l9(d)(ii)(l) or 9(c)(ii)(29(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l9(d)(ii)(l) or 9(c)(ii)(29(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(c9(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(c9(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.