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

Change in Option Price or Conversion Rate. In the event that the purchase price provided for in any Option referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Section 6(c)(iii), or the rate or price at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6(c)(iii) are convertible into or exchangeable for Shares shares of Common Stock, shall change at any time (other than under or by reason of conventional provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted -- but only to the extent such change does not result in either the per share Option exercise price or the amount per share payable for such Convertible Securities plus the amount payable per share on the conversion of such Convertible Securities to be greater than the lesser of the Current Market Price per share at the time such Options or Convertible Securities were issued, as referred to in Section 6(c)(iii), or the Current Market Price at the effective date of such change -- to the Exercise Price that would have been in effect at such time had such Options or Convertible Securities then 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3Option, or the additional consideration (if any) payable upon the conversion or exchange of any such Convertible Securities referred to in subsection 9.2.2.3Securities, or the rate or price at which any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shares of Common Stock shall be reduced changed at any time under or by reason of conventional provisions with respect thereto designed to protect against dilution, then in case of of, but only to the extent of, the delivery of Shares shares of Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Exercise Price then in effect hereunder shall, upon issuance of such Sharesshares of Common Stock, be adjusted -- but only to the extent such change does not result in either the per share Option exercise price or the amount per share payable for such Convertible Securities plus the amount payable per share on the conversion of such Convertible Securities to be greater than the Current Market Price per share at the time such Options or Convertible Securities were issued, as referred to in Section 6(c)(iii) -- to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made based only upon the issuance of the Shares delivered as aforesaid and shares of Common Stock for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecurityCommon Stock.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Section 3.2.2, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 3.2.2, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 3.2.2, are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price that would have been in effect at such time had such Options rights, 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 right referred to in Section 3.2.2, provided that if or on the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in the Exercise PriceSection 3.2.2, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance Exercise Price that would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, Section 3.2.2 or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shall be Section 3.2.2 reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares Common Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Section , the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section , or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section , are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price that would have been in effect at such time had such Options rights, 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 right referred to in Section , provided that if or on the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in the Exercise PriceSection , such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance Exercise Price that would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, Section or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shall be Section reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares Common Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3subparagraph (i), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraph (i) or (ii), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph (i) or (ii) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price that 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; and on the expiration of any such Option or termination of any such right to convert or exchange such Convertible Securities, provided that if the Conversion Price then in effect hereunder shall forthwith be increased to the Conversion Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecuritySecurities, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration subparagraph (if anyi) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph (i) or (ii) are convertible into or exchangeable for Shares, Common Stock shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then then, in case of the delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Conversion Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Conversion Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase or exercise price provided for in any Option referred to in subsection 9.2.2.3Options, or the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable or exercisable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Price in effect at the time of such event change shall forthwith be readjusted adjusted to the Exercise Price that 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(b)(ii)(C), provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange terms of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance that was outstanding as of the Shares delivered as aforesaid and for Closing Date are changed in the consideration actually received for manner described in the immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, provided that conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment shall be made if such readjustment is adjustment would result in an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which of the Exercise Price was decreased pursuant then in effect. Notwithstanding the foregoing, no adjustment shall be made to Section 9.2 upon the Exercise Price of this Warrant due to anti-dilution adjustments made to securities outstanding as of the date hereof as a result of the issuance of Securities pursuant to the Option or Convertible SecurityTransaction Documents.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3paragraph (a), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraph (a) or (b), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph (a) or (b) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price that 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; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Warrant Exercise Price was decreased pursuant then in effect hereunder shall forthwith be increased to Section 9.2 upon the issuance Warrant Exercise Price which would have been in effect at the time of the such expiration or termination had such Option or Convertible Security, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration paragraph (if anya) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph (a) or (b) are convertible into or exchangeable for SharesCommon 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 delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Warrant Exercise Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Warrant Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In the event that the purchase price provided for in any Option referred to in subsection 9.2.2.35(c)(i)(c), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 5(c)(i)(c) are convertible into or exchangeable for Shares shares of Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes the Current Conversion Price of any adjustment required by Section 9.2, the Exercise Price each series of Preferred Stock in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.35(c)(i)(c), or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.35(c)(i)(c), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 5(c)(i)(c) are convertible into or exchangeable for Sharesshares 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 delivery of Shares shares of Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Exercise Current Conversion Price of a series of Preferred Stock then in effect hereunder shall, upon issuance of such Sharesshares of Common Stock, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecurityCommon Stock.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3(b)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections (b)(i) or (b)(ii), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subsections (b)(i) or (b)(ii) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than including, but not limited to, changes under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that 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, provided that if such readjustment is an increase in . On the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by termination of any Option for which the Exercise Price any adjustment was decreased made pursuant to Section 9.2 subsections (a) and (b) hereof or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection (b) (including without limitation upon the issuance redemption or purchase for consideration of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3by the Corporation), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance shall forthwith be changed to the Exercise Price which would have been in effect at the time of such Shares, be adjusted to such amount as would have obtained termination had such Option or Convertible Security Securities, to the extent outstanding immediately prior to such termination, never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securityissued.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Section 3.2(b), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 3.2(b), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 3.2(b), are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price that would have been in effect at such time had such Options rights, 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 right referred to in Section 3.2(b), provided that if or on the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in the Exercise PriceSection 3.2(b), such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance Exercise Price that would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Stock issuable thereunder shall no longer be deemed to be Outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anySection 3.2(b) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shall be Section 3.2(b) reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares Common Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Section 5.2.2 above, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 5.2.2(A) hereof, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 5.2.2(A) hereof, are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Conversion Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Conversion Price that would have been in effect at such time had such Options rights, 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 right referred to in Section 5.2.2(A) hereof, provided or on the termination of any such right to convert or exchange any such Convertible Securities referred to in Section 5.2.2(A) hereof, the Conversion Price then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Conversion Price that if would have been in effect at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anySection 5.2.2(A) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, hereof or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 5.2.2(A) hereof are convertible into or exchangeable for Shares, 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 delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Conversion Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Conversion Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase or exercise price provided for in any Option referred to in subsection 9.2.2.3Options, or the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable or exercisable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Price in effect at the time of such event change shall forthwith be readjusted adjusted to the Exercise Price that 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(b)(ii)(C), provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange terms of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance that was outstanding as of the Shares delivered as aforesaid and for Closing Date are changed in the consideration actually received for manner described in the immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, provided that conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment shall be made if such readjustment is adjustment would result in an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which of the Exercise Price was decreased pursuant then in effect. Notwithstanding the foregoing, no adjustment shall be made to Section 9.2 upon the Exercise Price of this Warrant due to anti-dilution adjustments made to securities outstanding as of the Closing Date as a result of the issuance of Securities pursuant to the Option or Convertible SecurityTransaction Documents.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option rights or options or warrants referred to in subsection 9.2.2.3clause (i) above, or the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities referred to in clause (i) or (ii) above, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 clause (i) or (ii) above are convertible into or exchangeable for Shares Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, then the Exercise Price in effect at the time of such event change shall forthwith be readjusted to the Exercise Price that which would have been in effect at such time had such Options rights or options or warrants 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 readjustment is an increase in ; and on the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise expiration of any such Option right or upon conversion option or exchange warrant or the termination of any such right to convert or exchange such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted readjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon which would have been in effect at the issuance time of the Option such expiration or termination had such right, option, warrant or Convertible Security, 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. In the event that If the purchase or exercise price provided for in any Option referred to in subsection 9.2.2.3Options, or the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable or exercisable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Price in effect at the time of such event change shall forthwith be readjusted adjusted to the Exercise Price that 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(b)(ii)(C), provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange terms of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance that was outstanding as of the Shares delivered as aforesaid and for Closing Date are changed in the consideration actually received for manner described in the immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, provided that conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment shall be made if such readjustment is adjustment would result in an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which of the Exercise Price was decreased pursuant then in effect unless the holders of the Warrant are provided at least ten (10) Business Days’ prior notice. Notwithstanding the foregoing, no adjustment shall be made to Section 9.2 upon the Exercise Price of this Warrant due to anti-dilution adjustments made to securities outstanding as of the Closing Date as a result of the issuance of Securities pursuant to the Option or Convertible SecurityTransaction Documents.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Price in effect at the time of such event change shall forthwith be readjusted adjusted immediately to the Exercise Price that 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 changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of Warrant Shares shall be correspondingly adjusted. For purposes of this Section 2B, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange terms of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon which was outstanding as of the date of issuance of this Warrant are changed in the Shares delivered as aforesaid and for manner described in the consideration actually received for immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, provided conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided, that if (A) no such readjustment is an increase in the Exercise Price, such readjustment change shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which at any time cause the Exercise Price was decreased hereunder to be increased, and (B) no adjustment to the Conversion Price pursuant to Section 9.2 upon this clause (iii) shall be made as a result of any adjustment to the issuance exercise and/or conversion price with respect to the Bayview Warrant, CEX Convertible Note or the Preferred Warrants pursuant to and in accordance with the antidilution protection provisions of the Option or Convertible Securitysuch securities as in effect on May 31, 2000.

Change in Option Price or Conversion Rate. In the event that If (i) the purchase price provided for in any Option referred to in subsection 9.2.2.3clause (A) above, (ii) the additional consideration, if any, payable on the conversion or exchange of any Convertible Securities referred to in clauses (A) or (B) above or (iii) the rate at which any Convertible Securities referred to in subsection 9.2.2.3 clause (A) or (B) above are convertible into or exchangeable for Shares Stock shall change at any time (in each case other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that 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 such right to convert or exchange such Convertible Securities, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect shall forthwith be increased to Section 9.2 upon the issuance Exercise Price which would have been in effect at the time of the such expiration or termination had such Option or Convertible SecuritySecurities never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration subparagraph (if anyA) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3above is reduced, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph (A) or (B) above are convertible into or exchangeable for SharesCommon Stock is increased, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then then, in case of the delivery of Shares upon Stock on the exercise of any such Option or upon on conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be re-adjusted to such respective amount as would have been obtained had such Option or Convertible Security Securities never been issued as to such Stock and had adjustments been made only upon the issuance of the Shares shares of Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect is thereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening ----------------------------------------- of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3paragraph 3D(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraph 3D(1) or 3D(2), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph 3D(1) or 3D(2) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Purchase Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Purchase Price that 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; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Warrant Purchase Price then in effect hereunder shall forthwith be increased to the Warrant Purchase Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anyparagraph 3D(1) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph 3D(1) or 3D(2) are convertible into or exchangeable for SharesCommon Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilutiondilution other than as a result of a stock dividend or stock split which results in an adjustment of the Warrant Purchase Price, then in case of the delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Exercise Warrant Purchase Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Warrant Purchase Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.38(e)(l) hereof, the additional consideration, if any, payable upon the conversion or the rate at which exchange of any Convertible Securities referred to in subsection 9.2.2.3 8(e)(l), or the rate at which Convertible Securities referred to in subsection 8(e)(l) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than including, but not limited to, changes under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price that 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, provided that but only if as a result of such readjustment is an increase in adjustment the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Warrant Price then in effect hereunder shallis thereby reduced. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(e) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(e), upon issuance the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such Shares, be adjusted to such amount as would have obtained termination had such Option or Convertible Security Securities, to the extent outstanding immediately prior to such termination, never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securityissued.

Change in Option Price or Conversion Rate. In the event that If (1) the purchase price provided for in any Option referred to in subsection 9.2.2.3clause (i) above; (2) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in clauses (i) or (ii) above; or (3) the rate at which any Convertible Securities referred to in subsection 9.2.2.3 clauses (i) or (ii) above are convertible into or exchangeable for Shares Common Stock, shall change at any time (in each case other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price that 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 such right to convert or exchange such Convertible Securities, provided that if the Conversion Price then in effect hereunder shall forthwith be increased to the Conversion Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecuritySecurities never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration clause (if anyi) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 clauses (i) or (ii) are convertible into or exchangeable for Shares, Common Stock shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then then, in case of the delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Conversion Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if adjustment such readjustment Conversion Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In the event that the purchase price provided for in any Option referred to in subsection 9.2.2.310.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 10.2.2.3 are convertible into or exchangeable for Shares Ownership Interests shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.210.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 10.1 and 9.210.2) by which the Exercise Price was decreased pursuant to Section 9.2 10.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.310.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.310.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 10.2.2.3 are convertible into or exchangeable for SharesOwnership Interests, 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 delivery of Shares Ownership Interests upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such SharesOwnership Interests, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares Ownership Interests delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the SharesOwnership Interests, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 10.1 and 9.210.2) by which the Exercise Price was decreased pursuant to Section 9.2 10.2 upon the issuance of the Option or Convertible Security.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option rights or warrants or options referred to in subsection 9.2.2.3Section 11(c) above, or the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities referred to in Sections 11(c) or 11(d) above, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Sections 11(c) or 11(d) above are convertible into or exchangeable for Shares Common Stock, shall change at any time (other than under or by reason of any event resulting in a change pursuant to provisions set forth in the documents governing such rights, warrants, options or Convertible Securities designed to protect 27 against dilution, which event also results in an adjustment pursuant to this Section 11), then, for purposes of any adjustment required by Section 9.2, then the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price that which would have been in effect at such time had such Options rights, warrants, 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 warrant or right or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Warrant Price then in effect hereunder shall forthwith be increased to the Warrant Price which would have been in effect at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option warrant, option or Convertible Security, 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. In the event that If the purchase price provided for in any such Option right or warrant or option referred to in subsection 9.2.2.3Section 11(c) above, or the additional consideration (consideration, if any) , payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3Sections 11(c) or 11(d) above, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Sections 11(c) or 11(d) above are convertible into or exchangeable for SharesCommon Stock, shall be reduced change at any time under or by reason of provisions with respect thereto set forth in the documents governing such rights, warrants, options or Convertible Securities designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or warrant or option or upon conversion or exchange of any such Convertible Security; , the Exercise Warrant Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have obtained had such Option right, warrant, option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Warrant Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby decreased.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3paragraph 2C(l), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraph 2C(l) or 2C(2), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph 2C(l) or 2C(2) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Adjustment Price in effect at the time of such event shall forthwith be readjusted to the Exercise Adjustment Price that which would have been in effect at such time had such Options rights, 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; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Adjustment Price then in effect hereunder shall forthwith be increased to the Adjustment Price which would have been in effect at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option option or Convertible SecuritySecurities, 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 outstanding. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3paragraph 2C(l), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph 2C(l) or 2C(2) are convertible into or exchangeable for SharesCommon 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 delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Adjustment Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have obtained had such Option right, option or Convertible Security never been issued as to such Common Stock and had adjustments adjustment been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Adjustment Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase ----------------------------------------- price provided for in any Option referred to in subsection 9.2.2.3Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Conversion Price in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise Conversion Price that 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. For purposes of Section 6E, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance terms of the any Option or Convertible Security. In Security are changed in the event that manner described in the purchase price provided for in any immediately preceding sentence, then such Option referred to in subsection 9.2.2.3or Convertible Security and the Common Stock deemed issuable upon exercise, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, thereof shall be reduced deemed to have been issued as of the date of such change; provided that no such change shall at any time under cause the Conversion Price hereunder to be increased. (iv) Treatment of Expired Options and Unexercised Convertible -------------------------------------------------------- Securities. Upon the expiration of any Option or by reason the termination of provisions with respect thereto designed any right ---------- to protect against dilution, then in case of the delivery of Shares upon convert or exchange any Convertible Security without the exercise of any such Option or upon conversion or exchange of any such Convertible Security; right, the Exercise Conversion Price then in effect hereunder shall, upon issuance shall be adjusted immediately to the Conversion Price which would have been in effect at the time of such Shares, be adjusted to such amount as would have obtained expiration or termination had such Option or Convertible Security Security, to the extent outstanding immediately prior to such expiration or termination, never been issued and had adjustments issued; provided that if the Corporation shall accelerate the expiration of any Option or the termination of any right to convert or exchange any Convertible Security, such adjustment shall not be effective until 15 days after written notice thereof has been made only upon the issuance given to all holders of the Shares delivered Series C Preferred. For purposes of Section 6E, the expiration or termination of any Option or Convertible Security which was outstanding as aforesaid of the Closing Date shall not cause the Conversion Price hereunder to be adjusted unless, and for only to the consideration actually received for extent that, a change in the terms of such Option or Convertible Security and caused it to be deemed to have been issued after the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecurityClosing Date.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option rights or options referred to in subsection 9.2.2.3clause (i) above, or the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities referred to in clause (i) or (ii) above, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 clause (i) or (ii) above are convertible into or exchangeable for Shares shall change at any time Common Stock, changes (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, then the Exercise Price in effect at the time of such event shall forthwith will be readjusted to the Exercise Price that would have been in effect at such time had such Options rights, 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; and on the expiration of any such option or right or the termination of any such right to convert of exchange such Convertible Securities, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect will be increased to Section 9.2 upon the issuance Exercise Price that would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the Common Stock issuable thereunder will no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, or the additional consideration clause (if anyi) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, above or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 clause (i) or (ii) above are convertible into or exchangeable for SharesCommon Stock, shall be reduced decreases at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; , the Exercise Price then in effect hereunder shall, upon issuance of such Shares, will be adjusted to such amount as would have obtained resulted had such Option right, option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the such issuance of the Shares delivered Common Stock, but only if as aforesaid and for the consideration actually received for a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect is decreased.

Change in Option Price or Conversion Rate. In the event that the purchase price provided for in any Option referred to in subsection 9.2.2.310.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 10.2.2.3 are convertible into or exchangeable for Shares Units shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.210.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 10.1 and 9.210.2) by which the Exercise Price was decreased pursuant to Section 9.2 10.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.310.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.310.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 10.2.2.3 are convertible into or exchangeable for SharesUnits, 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 delivery of Shares Units upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such SharesUnits, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares Units delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the SharesUnits, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 10.1 and 9.210.2) by which the Exercise Price was decreased pursuant to Section 9.2 10.2 upon the issuance of the Option or Convertible Security.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall Common Stock change at any time (other than under or by reason of provisions designed to protect against dilutiondilution of the type set forth in this Section 3 and which have no more favorable effect on the holders of such Options or Convertible Securities than this Section 3 would have if this Section 3 were included in such Options or Convertible Securities), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith change will be readjusted to the Exercise Price that 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment of the Exercise Price was decreased pursuant to Section 9.2 upon will be made only if as a result thereof the issuance of the Option or Convertible SecurityExercise Price then in effect would be reduced. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3Option, or the additional consideration (consideration, if any) , payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for SharesCommon Stock, shall be is reduced at any time under or by reason of provisions with respect thereto designed to protect against dilutiondilution of the type set forth herein and which have no more favorable effect on the holders of such Options or Convertible Securities than the provisions hereof would have if the provisions of this Warrant were included in such Options or Convertible Securities, then in the case of the delivery of Shares Common Stock upon the exercise of any such Option or upon the conversion or exchange of any such Convertible Security; , the Exercise Price then in effect hereunder shall, upon issuance of such Shares, under this Warrant will forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security never been issued as to such Common Stock and had adjustments been made only in accordance with paragraph (b) above upon the issuance of the Shares shares of Common Stock delivered upon such exercise or conversion, but only if as aforesaid and for the consideration actually received for a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect under this Warrant would be reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if (a) the purchase price provided for in any Option which is referred to in subsection 9.2.2.3Paragraph (2) of Subsection 7(b) and is still outstanding, (b) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities which are referred to in Paragraphs (2) or (3) of Subsection 7(b) and are still outstanding, or (c) the rate at which any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that 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 Option referred to in Paragraph (2) of Subsection 7(b) prior to the exercise thereof or the termination of any right to convert or exchange any Convertible Securities referred to in Paragraphs (2) or (3) of Subsection 7(b) prior to the exercise of such rights, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be increased to Section 9.2 upon the issuance Exercise Price which would have been in effect at the time of the such expiration or termination had such Option or Convertible SecuritySecurities, 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 for the purposes of any calculation under Paragraphs (2) or (3) of Subsection 7(b). In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, Paragraph (2) of Subsection 7(b) or the additional consideration (consideration, if any) , payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3Paragraphs (2) or (3) of Subsection 7(b) and still outstanding shall decrease, or the rate at which number of shares of Common Stock issuable upon conversion or exchange of any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Sharesshall increase, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Common Stock, the Exercise Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such amount as the Exercise Price which would have obtained had Paragraphs (2) and (3) of Subsection 7(b) and the provisions of this Paragraph (4) of Subsection 7(b) never been given effect in relation to such Option or Convertible Security never been issued Securities and had adjustments the Exercise Price been made only upon adjusted pursuant to Subsection 7(b) at the issuance time of delivery of such shares of Common Stock based on the consideration received (or deemed received under Paragraph (5) of Subsection 7(b)) for such Common Stock, determined as of the Shares delivered as aforesaid and for the consideration actually received for date of such Option or Convertible Security and the Sharesdelivery, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment of the Exercise Price was decreased pursuant to Section 9.2 upon shall be made only if as a result thereof the issuance of the Option or Convertible SecurityExercise Price then in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if (a) the purchase price provided for in any Option which is referred to in subsection 9.2.2.3Paragraph (2) of Subsection 7(b) and is still outstanding, (b) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities which are referred to in Paragraphs (2) or (3) of Subsection 7(b) and are still outstanding, or (c) the rate at which any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares Preferred Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that 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 Option referred to in Paragraph (2) of Subsection 7(b) prior to the exercise thereof or the termination of any right to convert or exchange any Convertible Securities referred to in Paragraphs (2) or (3) of Subsection 7(b) prior to the exercise of such rights, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be increased to Section 9.2 upon the issuance Exercise Price which would have been in effect at the time of the such expiration or termination had such Option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the Preferred Stock issuable thereunder shall no longer be deemed to be outstanding for the purposes of any calculation under Paragraphs (2) or (3) of Subsection 7(b). In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, Paragraph (2) of Subsection 7(b) or the additional consideration (consideration, if any) , payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3Paragraphs (2) or (3) of Subsection 7(b) and still outstanding shall decrease, or the rate at which number of shares of Preferred Stock issuable upon conversion or exchange of any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Sharesshall increase, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Preferred Stock, the Exercise Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such amount as the Exercise Price which would have obtained had Paragraphs (2) and (3) of Subsection 7(b) and the provisions of this Paragraph (4) of Subsection 7(b) never been given effect in relation to such Option or Convertible Security never been issued Securities and had adjustments the Exercise Price been made only upon adjusted pursuant to Subsection 7(b) at the issuance time of delivery of such shares of Preferred Stock based on the consideration received (or deemed received under Paragraph (5) of Subsection 7(b)) for such Preferred Stock, determined as of the Shares delivered as aforesaid and for the consideration actually received for date of such Option or Convertible Security and the Sharesdelivery, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment of the Exercise Price was decreased pursuant to Section 9.2 upon shall be made only if as a result thereof the issuance of the Option or Convertible SecurityExercise Price then in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.37.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 7.2.2.3 are convertible into or exchangeable for Shares shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.27.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 7.1 and 9.27.2) by which the Exercise Price was decreased pursuant to Section 9.2 7.2 upon the issuance of the Option or Convertible Security. In the event that Security If the purchase price provided for in any such Option referred to in subsection 9.2.2.37.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.37.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 7.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 7.1 and 9.27.2) by which the Exercise Price was decreased pursuant to Section 9.2 7.2 upon the issuance of the Option or Convertible Security.

Change in Option Price or Conversion Rate. In the event that the purchase price provided for in any Option referred to in subsection 9.2.2.3Subsection 5(e)(ii), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Subsections 5(e)(ii) or 5(e)(iii), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Subsections 5(e)(ii) or 5(e)(iii) are convertible into or exchangeable for Shares shares of Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise such Series A Conversion Price in effect at the time of such event for any outstanding shares of Series A Preferred Stock shall forthwith be readjusted to the Exercise Conversion Price that 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 such Options or Convertible Securities initially were granted, issued or sold, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that any Option or any right to convert or exchange Convertible Securities shall expire or terminate without being exercised, such Series A Conversion Price then in effect hereunder for any outstanding shares of Series A Preferred Stock shall be adjusted to the Series A 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 shares of Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anySubsection 5(e)(ii) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Subsections 5(e)(ii) or 5(e)(iii) are convertible into or exchangeable for Shares, 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 then, in case of the delivery of Shares upon the exercise grant of any such such, Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Conversion Price then in effect hereunder shall, upon issuance for any outstanding shares of such Shares, Series A Preferred Stock shall be adjusted to such respective amount as would have been obtained had such Option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares Common Stock delivered as aforesaid and for aforesaid, but only if, as a result of such adjustment, the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Conversion Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securityhereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option or warrant referred to in subsection 9.2.2.3Section 5(b)(A), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Sections 5(b)(A) or 5(b)(B), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Sections 5(b)(A) or 5(b)(B) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2change, the Option Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Option Exercise Price that which would have been in effect at such time had such Options rights, options, warrants 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 right or warrant referred to in Section 5(b)(A), provided that if or the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in Sections 5(b)(A) or 5(b)(B), the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Option Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance of the Option Exercise Price which would have been in effect at the time of such expiration or termination had such right, option, warrant or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination never been granted, issued or sold, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option right, option or warrant referred to in subsection 9.2.2.3, or the additional consideration (if anySection 5(b)(A) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Sections 5(b)(A) or 5(b)(B) are convertible into or exchangeable for Shares, 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 delivery of Shares Common Stock upon the exercise of any such Option right or option or warrant or upon conversion or exchange of any such Convertible Security; Securities, the Option Exercise Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option, warrant or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares Common Stock delivered as aforesaid aforesaid, but only if as a result of such adjustment the Option Exercise Price then in effect hereunder is thereby reduced. With respect to any and all Convertible Securities outstanding on the date hereof, if the additional consideration, if any, payable upon the conversion or exchange of any such Convertible Securities or the rate at which any such Convertible Securities are convertible into or exchangeable for Common Stock in effect on the date hereof (the "Original Conversion Rate") shall change to an amount less than the Option Exercise Price then in effect hereunder (the "Adjusted Conversion Rate"), the Option Exercise Price then in effect hereunder shall forthwith be adjusted as follows: (i) the amount of the difference between the Option Exercise Price then in effect hereunder (after adjustment to the extent applicable for any event causing the change in the Original Conversion Rate) and the Adjusted Conversion Rate shall be multiplied by the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities, (ii) the resulting product shall be divided by the Adjusted Conversion Rate, and (iii) the resulting quotient shall be assumed to be a number of shares of Common Stock issued without consideration actually received by the Company and the Option Exercise Price (after adjustment to the extent applicable for any event causing the change in the Original Conversion Rate) shall be adjusted for such Option or Convertible Security and the Shares, assumed issuance as provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security5(b).

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.38(f)(l) hereof, the additional consideration, if any, payable upon the conversion or the rate at which exchange of any Convertible Securities referred to in subsection 9.2.2.3 8(f)(l), or the rate at which Convertible Securities referred to in subsection 8(f)(l) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than including, but not limited to, changes under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price that 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, provided that but only if as a result of such readjustment is an increase in adjustment the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Warrant Price then in effect hereunder shallis thereby reduced. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f), upon issuance the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such Shares, be adjusted to such amount as would have obtained termination had such Option or Convertible Security Securities, to the extent outstanding immediately prior to such termination, never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securityissued.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.37.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 7.2.2.3 are convertible into or exchangeable for Shares shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.27.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 7.1 and 9.27.2) by which the Exercise Price was decreased pursuant to Section 9.2 7.2 upon the issuance of the Option or Convertible Security. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.37.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.37.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 7.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 7.1 and 9.27.2) by which the Exercise Price was decreased pursuant to Section 9.2 7.2 upon the issuance of the Option or Convertible Security.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option Convertible Security, right or option referred to in subsection 9.2.2.3Section 6.02(b), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 6.02(b), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6.02(b), are convertible into or exchangeable for Shares Cheniere Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price Deemed Value then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price Deemed Value that would have been in effect at such time had such Options rights, 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 right referred to in Section 6.02(b), provided or on the termination of any such right to convert or exchange any such Convertible Securities referred to in Section 6.02(b), the Deemed Value then in effect hereunder shall forthwith be readjusted (increased or deceased, as the case may be) to the Deemed Value that if would have been in effect at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Cheniere Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anySection 6.02(b) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shall be Section 6.02(b) reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Cheniere Common Stock upon the exercise of any such Option right or option or upon conversion conversation or exchange of any such Convertible Security; Securities, the Exercise Price Deemed Value then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Convertibles Securities never been issued as to such Cheniere Common Stock and had adjustments been made only upon the issuance of the Shares Cheniere Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Deemed Value then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option option referred to in subsection 9.2.2.3Section 6(c)(iii), or the rate or price at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6(c)(iii) are convertible into or exchangeable for Shares shares of Common Stock, shall change at any time (other than under or by reason of conventional provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted --but only to the extent such change does not result in either the per share Option exercise price or the amount per share payable for such Convertible Securities plus the amount payable per share on the conversion of such Convertible Securities to be greater than the lesser of the Current Market Price per share at the time such Options or Convertible Securities were issued, as referred to in Section 6(c)(iii), or the Current Market Price at the effective date of such change -- to the Exercise Price that would have been in effect at such time had such Options or Convertible Securities then 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3Option, or the additional consideration (if any) payable upon the conversion or exchange of any such Convertible Securities referred to in subsection 9.2.2.3Securities, or the rate or price at which any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shares of Common Stock shall be reduced changed at any time under or by reason of conventional provisions with respect thereto designed to protect against dilution, then in case of of, but only to the extent of, the delivery of Shares shares of Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Exercise Price then in effect hereunder shall, upon issuance of such Sharesshares of Common Stock, be adjusted --but only to the extent such change does not result in either the per share Option exercise price or the amount per share payable for such Convertible Securities plus the amount payable per share on the conversion of such Convertible Securities to be greater than the Current Market Price per share at the time such Options or Convertible Securities were issued, as referred to in Section 6(c)(iii) -- to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made based only upon the issuance of the Shares delivered as aforesaid and shares of Common Stock for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecurityCommon Stock.

Change in Option Price or Conversion Rate. In the event that If: (i) the purchase price provided for in any Right or Option referred to in subsection 9.2.2.3(l) hereof; (ii) the additional consideration, if any, payable upon the conversion or the rate at which exchange of any Convertible Securities referred to in subsection 9.2.2.3 subsections (l) or (2); (iii) or the rate at which Convertible Securities referred to in subsections (l) or (2) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than each, a “Readjustment Event”) (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that 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, provided that if such readjustment is an increase in . Upon the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by termination of any Option for which the Exercise Price any adjustment was decreased made pursuant to Section 9.2 this subsection 12(b) or any right to convert Convertible Securities for which any adjustment was made pursuant to this subsection 12(b) (including without limitation upon the issuance redemption or purchase for consideration of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred by the Company), and after five calendar days notice to in subsection 9.2.2.3the holder, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance shall forthwith be changed to the Exercise Price which would have been in effect at the time of such Shares, be adjusted to such amount as would have obtained termination had such Option or Convertible Security Securities, to the extent outstanding immediately prior to such termination, never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securityissued.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3subparagraph (A), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraphs (A) or (B), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraphs (A) or (B) are convertible into or exchangeable for Common Shares shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price that which would have been in effect at such time had such Options rights, 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 right referred to in subparagraph (A), provided that if or the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in the Exercise Pricesubparagraphs (A) or (B), such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance Exercise Price which would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Shares issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, or the additional consideration subparagraph (if anyA) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraphs (A) or (B) are convertible into or exchangeable for Shares, Common Shares 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 delivery of Common Shares upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Common Shares and had adjustments been made only upon the issuance of the Common Shares delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any ------------------------------------------ of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Section 6.2, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 6.2 or Section 6.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6.2 or Section 6.3 are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Adjustment Price in effect at the time of such event shall forthwith be readjusted to the Exercise Adjustment Price that which would have been in effect at such time had such Options rights, 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; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Adjustment Price then in effect hereunder shall forthwith be increased to the Adjustment Price which would have been in effect at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option option or Convertible SecuritySecurities, 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 outstanding. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, Section 6.2 or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6.2 or Section 6.3 are convertible into or exchangeable for Shares, 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 delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Adjustment Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have obtained had such Option right, option or Convertible Security never been issued as to such Common Stock and had adjustments adjustment been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Adjustment Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening ----------------------------------------- of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Section 6.2, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 6.2 or Section 6.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6.2 or Section 6.3 are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Adjustment Price in effect at the time of such event shall forthwith be readjusted to the Exercise Adjustment Price that which would have been in effect at such time had such Options rights, 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; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Adjustment Price then in effect hereunder shall forthwith be increased to the Adjustment Price which would have been in effect at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option option or Convertible SecuritySecurities, 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 outstanding. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, Section 6.2 or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6.2 or Section 6.3 are convertible into or exchangeable for Shares, 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 delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Adjustment Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have obtained had such Option right, option or Convertible Security never been issued as to such Common Stock and had adjustments adjustment been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Adjustment Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3paragraph 3.3 above and still outstanding, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraph 3.3 or 3.4 above and still outstanding, or the rate at which any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Purchase Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Purchase Price that 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, provided that if such readjustment is an increase in . On the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance expiration of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, paragraph 3.3 above prior to the exercise thereof or the additional consideration (if any) payable upon the conversion termination of any right to convert or exchange of any Convertible Securities referred to in subsection 9.2.2.3, paragraph 3.3 or the rate at which any Convertible Securities referred 3.4 above prior to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; right, the Exercise Warrant Purchase Price then in effect hereunder shall, upon issuance shall forthwith be increased to the Warrant Purchase Price which would have been in effect at the time of such Shares, be adjusted to such amount as would have obtained expiration or termination had such Option or Convertible Security Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued issued, and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and Common Stock issuable thereunder shall no longer be deemed to be outstanding for the consideration actually received for such Option purposes of any calculation under paragraph 3.3 or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security3.4 above.

Change in Option Price or Conversion Rate. In the event that the purchase price provided for in any Option referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 9 1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Section 6(c)(iii), or the rate or price at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6(c)(iii) are convertible into or exchangeable for Shares shall change shares of Common Stock, changes at any time (other than under or by reason of conventional provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith will be readjusted -- but only to the extent the change does not result in either the per share Option exercise price or the amount per share payable for such Convertible Securities plus the amount payable per share on the conversion of such Convertible Securities to be greater than the lesser of the Current Market Price per share at the time such Options or Convertible Securities were issued, as referred to in Section 6(c)(iii), or the Current Market Price at the effective date of such change -- to the Exercise Price that would have been in effect at such the time had such Options or Convertible Securities then still outstanding provided for were initially granted, issued or sold, as if such changed purchase price, additional consideration or conversion rate, as the case may be, was in effect at such initial date of grant, issuance or sale, as the time initially granted, issued or sold, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitycase may be. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3Option, or the additional consideration (if any) payable upon the conversion or exchange of any such Convertible Securities referred to in subsection 9.2.2.3Securities, or the rate or price at which any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shares of Common Stock shall be reduced changed at any time under or by reason of conventional provisions with respect thereto designed to protect against dilution, then in case of of, but only to the extent of, the delivery of Shares shares of Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Exercise Price then in effect hereunder shallwill, upon issuance of such Sharesshares of Common Stock, be adjusted -- but only to the extent such change does not result in either the per share Option exercise price or the amount per share payable for such Convertible Securities plus the amount payable per share on the conversion of such Convertible Securities to be greater than the Current Market Price per share at the time such Options or Convertible Securities were issued, as referred to in Section 6(c)(iii) -- to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made based only upon the issuance of the Shares delivered as aforesaid and shares of Common Stock for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecurityCommon Stock.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Conversion Price in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise Conversion Price that 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. For purposes of Section 6C, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange terms of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon which was outstanding as of the date of issuance of the Shares delivered as aforesaid and for Series D Preferred Stock are changed in the consideration actually received for manner described in the immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, provided conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided, that if (A) no such readjustment is an increase in change shall at any time cause the Exercise PriceConversion Price hereunder to be increased, such readjustment shall not exceed and (B) no adjustment to the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Conversion Price was decreased pursuant to Section 9.2 upon this clause (iii) shall be made as a result of any adjustment to the issuance exercise and/or conversion price with respect to the Bayview Warrant, the Iver Note, the CEX Convertible Note, the Common Warrants, the Series B Preferred Stock, the C Preferred Stock and the Series C Warrants pursuant to and in accordance with the antidilution protection provisions of the Option or Convertible Securitysuch securities as in effect on February _____, 2001.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3paragraph (a), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraph (a) or (b), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph (a) or (b) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price that would have been in effect whichffect 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; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Warrant Exercise Price was decreased pursuant then in effect hereunder shall forthwith be increased to Section 9.2 upon the issuance Warrant Exercise Price which would have been in effect at the time of the such expiration or termination had such Option or Convertible Security, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration paragraph (if anya) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph (a) or (b) are convertible into or exchangeable for SharesCommon 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 delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Warrant Exercise Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Warrant Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall Common Stock change at any time (other than under or by reason of or provisions designed to protect against dilutiondilution of the type set forth in this Section 3 and which have no more favorable effect on the holders of such Options or Convertible Securities than this Section 3 would have if this Section 3 were included in such Options or Convertible Securities), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith change will be readjusted to the Exercise Price that which would have been in effect at such time had such Options options or Convertible Securities 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, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3Option, or the additional consideration (consideration, if any) , payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3Securities, or the rate at which any Convertible convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for SharesCommon Stock, shall be is reduced at any time under or by reason of provisions with respect thereto designed to protect against dilutiondilution of the type set forth herein and which have no more favorable effect on the holders of such Options or Convertible Securities than the provisions hereof would have if the provisions of this Warrant were included in such Options or Convertible Securities, then in the case of the delivery of Shares Common Stock upon the exercise of any such Option or upon the conversion or exchange of any such Convertible Security; , the Exercise Price then in effect hereunder shall, upon issuance of such Shares, under this Warrant will forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security never been issued and had adjustments been made only in accordance with paragraph (c) above upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for the consideration actually received for upon such Option exercise or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securityconversion.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3subparagraph (a)(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraph (a)(1) or (a)(2), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph (a)(1) or (a)(2) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than including, but not limited to, changes under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Purchase Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Purchase Price that 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, provided that but only if as a result of such readjustment adjustment the Warrant Purchase Price then in effect hereunder is an increase in thereby reduced; and on the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance expiration of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, Options without exercise of any thereof or the additional consideration (if any) payable upon the termination of any such right to convert or exchange such Convertible Securities without conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3thereof, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Warrant Purchase Price then in effect hereunder shall, upon issuance shall forthwith be increased to the Warrant Purchase Price which would have been in effect at the time of such Shares, be adjusted to such amount as would have obtained expiration or termination had such Option or Convertible Security Securities never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securityissued.

Change in Option Price or Conversion Rate. In Upon the event that happening of ----------------------------------------- any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3paragraph 3D(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraph 3D(1) or 3D(2), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph 3D(1) or 3D(2) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Purchase Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Purchase Price that 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; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Warrant Purchase Price then in effect hereunder shall forthwith be increased to the Warrant Purchase Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anyparagraph 3D(1) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph 3D(1) or 3D(2) are convertible into or exchangeable for SharesCommon Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilutiondilution other than as a result of a stock dividend or stock split which results in an adjustment of the Warrant Purchase Price, then in case of the delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Exercise Warrant Purchase Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Warrant Purchase Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of ----------------------------------------- any of the following events, namely, if the purchase price provided for in any Option Convertible Security, right or option referred to in subsection 9.2.2.3Section 6.02(b), the --------------- additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 6.02(b), or the rate at which any --------------- Convertible Securities referred to in subsection 9.2.2.3 Section 6.02(b), are convertible into or --------------- exchangeable for Shares Cheniere Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price Deemed Value then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price Deemed Value that would have been in effect at such time had such Options rights, 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 right referred to in Section 6.02(b), provided or on the --------------- termination of any such right to convert or exchange any such Convertible Securities referred to in Section 6.02(b), the Deemed Value then in effect --------------- hereunder shall forthwith be readjusted (increased or deceased, as the case may be) to the Deemed Value that if would have been in effect at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Cheniere Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anySection 6.02(b) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities --------------- referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shall be Section 6.02(b) reduced at any time under or by reason of --------------- provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Cheniere Common Stock upon the exercise of any such Option right or option or upon conversion conversation or exchange of any such Convertible Security; Securities, the Exercise Price Deemed Value then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Cheniere Common Stock and had adjustments been made only upon the issuance of the Shares Cheniere Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Deemed Value then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Price in effect at the time of such event change shall forthwith be readjusted adjusted immediately to the Exercise Price that 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 changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of Warrant Shares shall be correspondingly adjusted. For purposes of this Section 2B, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange terms of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon which was outstanding as of the date of issuance of this Warrant are changed in the Shares delivered as aforesaid and for manner described in the consideration actually received for immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, provided conversion or exchange thereof shall be deemed to have been issued as of the date of such change; PROVIDED, that if (A) no such readjustment is an increase in the Exercise Price, such readjustment change shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which at any time cause the Exercise Price was decreased hereunder to be increased, and (B) no adjustment to the Conversion Price pursuant to Section 9.2 upon this clause (iii) shall be made as a result of any adjustment to the issuance exercise and/or conversion price with respect to the Bayview Warrant, CEX Convertible Note or the Preferred Warrants pursuant to and in accordance with the anti-dilution protection provisions of the Option or Convertible Securitysuch securities as in effect on May 31, 2000.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3SECTION 3.2(B), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in SECTION 3.2(B), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 SECTION 3.2(B), are -5- convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price that would have been in effect at such time had such Options rights, 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 right referred to in SECTION 3.2(B), provided that if or on the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in the Exercise PriceSECTION 3.2(B), such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance Exercise Price that would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Stock issuable thereunder shall no longer be deemed to be Outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anySECTION 3.2(B) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shall be SECTION 3.2(B) reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares Common Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Price in effect at the time of such event change shall forthwith be readjusted adjusted immediately to the Exercise Price that 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold, sold and the number of shares of Common Stock issuable hereunder shall be correspondingly adjusted; provided that if such readjustment is adjustment would result in an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shalleffect, upon issuance such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company to all holders of such Sharesthe Warrants. For purposes of this paragraph 2B, be adjusted to such amount as would have obtained had such if the terms of any Option or Convertible Security never been issued and had adjustments been made only upon which was outstanding as of the date of issuance of this Warrant are changed in the Shares delivered as aforesaid and for manner described in the consideration actually received for immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that if no such readjustment is an increase in the Exercise Price, such readjustment change shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which at any time cause the Exercise Price was decreased pursuant hereunder to Section 9.2 upon the issuance of the Option or Convertible Securitybe increased.

Change in Option Price or Conversion Rate. In If the event that the purchase exercise price provided for in any Option option referred to in subsection 9.2.2.3(C) above, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 (C) are convertible into or exchangeable for Shares shares of Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Current Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that would have been in effect at such time had such Options options or Convertible Securities still outstanding provided for such changed purchase exercise price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, provided that if such readjustment is an increase in . If the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase exercise price provided for in any such Option option referred to in subsection 9.2.2.3(C), or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3(C), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 (C) are convertible into or exchangeable for Sharesshares of Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilutiondilution and such reduction would trigger an adjustment under this section, then in case of the delivery of Shares shares of Common Stock upon the exercise of any such Option option or upon conversion or exchange of any such Convertible Security; , the Current Exercise Price then in effect hereunder shall, upon issuance of such Sharesshares of Common Stock, be adjusted to such amount as would have obtained had such Option option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares shares of Common Stock actually delivered as aforesaid and for the consideration actually received for such Option option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecurityCommon Stock.

Change in Option Price or Conversion Rate. In Upon the event that happening of any ----------------------------------------- of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Section 6.2, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 6.2 or Section 6.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6.2 or Section 6.3 are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Adjustment Price in effect at the time of such event shall forthwith be readjusted to the Exercise Adjustment Price that which would have been in effect at such time had such Options rights, 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; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Adjustment Price then in effect hereunder shall forthwith be increased to the Adjustment Price which would have been in effect at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option option or Convertible SecuritySecurities, 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 outstanding. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, Section 6.2 or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 6.2 or Section 6.3 are convertible into or exchangeable for Shares, 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 delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Adjustment Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have obtained had such Option right, option or Convertible Security never been issued as to such Common Stock and had adjustments adjustment been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Adjustment Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Section 3.2.2, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 3.2.2, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 3.2.2, are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price that would have been in effect at such time had such Options rights, 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 right referred to in Section 3.2.2, provided that if or on the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in the Exercise PriceSection 3.2.2, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance Exercise Price that would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, Section 3.2.2 or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shall be Section 3.2.2 reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security.of

Change in Option Price or Conversion Rate. In Upon the event that happening of any events set forth in Section 3(a)(1) or (2) above, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3(a)(1) above, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsection (a)(1) or (a)(2), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 (a)(1) or (a)(2) are convertible into or exchangeable for Shares Common Stock shall change at any time from the amounts that were used in the determinations made in Section 3(a)(1) or (2) (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Price and the Total Warrant Price in effect at the time of such event shall forthwith be readjusted to reflect the Exercise Warrant Price that or the Total Warrant Price, as the case may be, which would have been in effect at such time had such determinations for the Options or Convertible Securities still outstanding provided for utilized 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 or termination of any such Option or termination of any such right to convert or exchange such convertible Securities, provided that if such readjustment is an increase the Warrant Price and the Total Warrant Price then in effect hereunder shall forthwith be adjusted to reflect the Exercise Warrant Price or the Total Warrant Price, as the case may be, which would have been in effect had such readjustment shall not exceed Option or Convertible Securities, never been issued (including any other adjustments that would have been in accordance with this Warrant but for the amount (as adjusted by Sections 9.1 and 9.2) by which initial adjustment made with respect to the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the terminated or expired Option or Convertible Security), and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anya)(1) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 (a)(1) or (a)(2) are convertible into or exchangeable for Shares, Common Stock shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then then, in case of the delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Warrant Price and the Total Warrant Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such amount reflect the Warrant Price or the Total Warrant Price, as the case may be, that would have been obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid at such lower price (and for excluding any prior adjustment made with respect to the consideration actually received for such Option issuance or grant of the Options or Convertible Security and Securities), but only if as a result of such adjustment the Shares, provided that if such readjustment is an increase in Warrant Price or the Exercise Total Warrant Price, such readjustment shall not exceed as the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitycase may be, then in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3subparagraph (A), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraphs (A) or (B), or the rate at rateat which any Convertible Securities referred to in subsection 9.2.2.3 subparagraphs (A) or (B) are convertible into or exchangeable for Common Shares shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price that which would have been in effect at such time had such Options rights, 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 right referred to in subparagraph (A), provided that if or the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in the Exercise Pricesubparagraphs (A) or (B), such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance Exercise Price which would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Shares issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, or the additional consideration subparagraph (if anyA) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraphs (A) or (B) are convertible into or exchangeable for Shares, Common Shares 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 delivery of Common Shares upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Common Shares and had adjustments been made only upon the issuance of the Common Shares delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option referred to in subsection 9.2.2.3Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Conversion Price in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise Conversion Price that 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. For purposes of Section 5C, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange terms of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon which was outstanding as of the date of issuance of the Shares delivered as aforesaid and for Series H Preferred Stock are changed in the consideration actually received for manner described in the immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, provided conversion or exchange thereof shall be deemed to have been issued and sold as of the date of such change; provided, that if (A) no such readjustment is an increase in change shall at any time cause the Exercise PriceConversion Price hereunder to be increased, such readjustment shall not exceed and (B) no adjustment to the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Conversion Price was decreased pursuant to Section 9.2 upon this clause (iii) shall be made as a result of any adjustment to the issuance exercise and/or conversion price with respect to the Bayview Warrant, the Common Warrants, the Series D Preferred Stock and Series F Preferred Stock only, the Series B Preferred Stock, the Series C Preferred Stock, the Series C Warrants, the Preferred Warrants and the exercise of the Option or Convertible SecurityBridge Warrants, pursuant to and in accordance with the antidilution protection provisions of such securities as in effect on the date hereof.

Change in Option Price or Conversion Rate. In the event that If (i) the purchase price provided for in any Option referred to in subsection 9.2.2.3subparagraph 4D(1), (ii) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraph 4D(1) or 4D(2) or (iii) the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph 4D(1) or 4D(2) are convertible into or exchangeable for Shares Common Stock or Class A Common Stock shall change at any time (in each case other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, then the Exercise Series C Conversion Price in effect at the time of such event shall shall, as required, forthwith be readjusted to the Exercise such Series C Conversion Price that 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 initial granted, issued or sold; and on the expiration of any such Option or the termination of any such right to convert or exchange such convertible Securities, provided that if the Series C Conversion Price then in effect hereunder shall, as required, forthwith be increased to the Series C Conversion Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the Common Stock or Class A Common Stock, as the case may be, issuable thereunder shall not longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anysubparagraph 4D(1) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph 4D(1) or 4D(2) are convertible into or exchangeable for Shares, Common Stock or Class A Common Stock shall be reduced at any time under or by reason of or provisions with respect thereto designed to protect against dilution, then the, in case of the delivery of Shares Common Stock or Class A Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Series C Conversion Price then in effect hereunder shall, upon issuance of such Sharesas required, forthwith be adjusted to such respect amount as would have been obtained had such Option or Convertible Security Securities never been issued as to such Common Stock or Class A Common Stock, as the case may be, and had adjustments been made only upon the issuance of the Shares shares of Common Stock or Class A Common Stock delivered aforesaid, but only if as aforesaid and for a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Series C Conversion Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of ----------------------------------------- any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3paragraph 3D(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraph 3D(l) or 3D(2), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph 3D(l) or 3D(2) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Purchase Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Purchase Price that 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; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Warrant Purchase Price then in effect hereunder shall forthwith be increased to the Warrant Purchase Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anyparagraph 3D(l) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph 3D(l) or 3D(2) are convertible into or exchangeable for SharesCommon Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilutiondilution other than as a result of a stock dividend or stock split which results in an adjustment of the Warrant Purchase Price, then in case of the delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; , the Exercise Warrant Purchase Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Warrant Purchase Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In the event that If (i) the purchase price provided for in any Option referred to in subsection 9.2.2.3subparagraph 4D(l), (ii) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraph 4D(1) or 4D(2) or (iii) the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph 4D(1) or 4D(2) are convertible into or exchangeable for Shares Common Stock or Class A Common Stock shall change at any time (in each case other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, then the Exercise Series C Conversion Price in effect at the time of such event shall shall, as required, forthwith be readjusted to the Exercise such Series C Conversion Price that 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; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Series C Conversion Price then in effect hereunder shall, as required, forthwith be increased to the Series C Conversion Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the Common Stock or Class A Common Stock, as the case maybe, issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anysubparagraph 4D( 1) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph 4D(1) or 4D(2) are convertible into or exchangeable for Shares, Common Stock or Class A Common Stock shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then then, in case of the delivery of Shares Common Stock or Class A Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Series C Conversion Price then in effect hereunder shall, upon issuance of such Sharesas required, forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security Securities never been issued as to such Common Stock or Class A Common Stock, as the case may be, and had adjustments been made only upon the issuance of the Shares shares of Common Stock or Class A Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Series C Conversion Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In the event that If the purchase price provided for in any Option rights or options referred to in subsection 9.2.2.3CLAUSE (i) above, or the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities referred to in CLAUSE (i) or (ii) above, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 CLAUSE (i) or (ii) above are convertible into or exchangeable for Shares Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, then the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that which would have been in effect at such time had such Options rights, 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; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be increased to Section 9.2 upon the issuance Exercise Price which would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible Security, 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. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, or the additional consideration CLAUSE (if anyi) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, above or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 CLAUSE (i) or (ii) above are convertible into or exchangeable for SharesCommon Stock, shall be reduced decrease at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; , the Exercise Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have obtained had such Option right, option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares share of Common Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby decreased.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option or warrant referred to in subsection 9.2.2.3subparagraph 13D(l), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Security referred to in subparagraph 13D (1), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph 13D(l) are convertible into or exchangeable for Shares Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that which would have been in effect at such time had such Options rights, options, warrants 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 and on the expiration of any such readjustment is an increase in the Exercise Priceright to convert or exchange such Convertible Securities, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be increased to Section 9.2 upon the issuance Exercise Price which would have been in effect at the time of the Option such expiration or termination had such right, option, warrant or Convertible Security, 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. In the event that If the purchase price provided for in any such Option right, option or warrant referred to in subsection 9.2.2.3, or the additional consideration (if anysubparagraph 13D(l) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are subparagraph 13D(l) is convertible into or exchangeable for SharesCommon Stock, shall be reduced decrease at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right, option, warrant, or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have obtained had such Option right, option, warrant or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby decreased.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3subparagraph (i), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraph (i) or (ii), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph (i) or (ii) are convertible into or exchangeable for Shares Common Units shall change at any time (other than including, but not limited to, changes under or by reason of provisions designed to protect against dilution), then, the applicable Conversion Price for purposes of any adjustment required by Section 9.2, the Exercise Price in effect Preferred Units at the time of such event shall forthwith be readjusted to the Exercise Conversion Price that which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for included such changed purchase purchased price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, provided that if such readjustment is but in no event will the applicable Conversion Price be readjusted to an increase amount greater than the applicable Conversion Price which would have been in effect had the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option Options or Convertible SecuritySecurities subject to the above described consideration changes never been granted, issued or sold. In addition, on the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion expiration or exchange of any Option or Convertible Securities referred prior to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case conversion of the delivery of Shares upon Preferred Units, the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise applicable Conversion Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such amount as the applicable Conversion Price which would have obtained been in effect had such Option Options or Convertible Security Securities never been issued and had adjustments been made only upon issued; provided, that any consideration which was actually received by the Company in connection with the issuance or sale of the Shares delivered as aforesaid and for the consideration actually received for such Option Options or Convertible Security and Securities shall be included in the Sharesreadjustment computation even though such Options or Convertible Securities shall have expired or terminated; provided, provided further, that if no such readjustment is an increase in to the Exercise Price, such readjustment Conversion Price shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 affect any Common Units previously issued upon the issuance conversion of the Option or Convertible SecurityPreferred Units.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3paragraph (c), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraph (c), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph (c) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Warrant Price in effect at the time of such event shall forthwith be readjusted to the Exercise Warrant Price that 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; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Warrant Price then in effect hereunder shall forthwith be increased to the Warrant Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecuritySecurities, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration paragraph (if anyc) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 paragraph (c) are convertible into or exchangeable for Shares, 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 delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Warrant Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have obtained had such Option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Warrant Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In If, in the event that case of Options and Convertible Securities issued on or after the Date of Issuance, the purchase price provided for in any Option referred to in subsection 9.2.2.3such Options, the additional consideration, if any, payable upon the conversion or exchange of any such Convertible Securities or the rate at which any such Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall change Common Stock changes at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2time, the Exercise Price in effect at the time of such event change shall forthwith be readjusted immediately adjusted to the Exercise Price that 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, provided and the number of shares of Common Stock issuable hereunder shall be correspondingly adjusted; PROVIDED, that if such readjustment is adjustment would result in an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shalleffect, upon issuance such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company to all holders of such Sharesthe Warrants. For purposes of SECTION 2B, be adjusted to such amount as would have obtained had such if the terms of any Option or Convertible Security never been issued and had adjustments been made only upon the issuance which was outstanding as of the Shares delivered as aforesaid and for Date of Issuance are changed in the consideration actually received for manner described in the immediately preceding sentence, then such Option or Convertible Security and the SharesCommon Stock deemed issuable upon exercise, provided conversion or exchange thereof shall be deemed to have been issued as of the date of such change; PROVIDED, that if no such readjustment is an increase in the Exercise Price, such readjustment change shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which at any time cause the Exercise Price was decreased pursuant hereunder to Section 9.2 upon be increased or the issuance number of the Option or Convertible Securityshares of Common Stock issuable hereunder to be decreased.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 9.2.2.3subparagraph (i), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraph (i) or (ii), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph (i) or (ii) are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Conversion Price in effect at the time of such event shall forthwith be readjusted to the Exercise Conversion Price that 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; and on the expiration of any such Option or termination of any such right to convert or exchange such Convertible Securities, provided that if the Conversion Price then in effect hereunder shall forthwith be increased to the Conversion Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecuritySecurities, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration subparagraph (if anyi) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 subparagraph (i) or (ii) are convertible into or exchangeable for Shares, Common Stock shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then then, in case of the delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Conversion Price then in effect hereunder shall, upon issuance of such Shares, shall forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Security.shares of

Change in Option Price or Conversion Rate. In the event that If the purchase price ----------------------------------------- provided for in any Option rights or options referred to in subsection 9.2.2.3Section 4.5, or the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities referred to in Sections 4.5 and 4.6, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Sections 4.5 and 4.6 are convertible into or exchangeable for Shares Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes then the number of any adjustment required by Section 9.2, the Exercise Price in effect shares of Common Stock comprising a Stock Unit at the time of such event shall forthwith be readjusted to the Exercise Price that number of shares of Common Stock which would have been in effect comprised a Stock Unit at such time had such Options rights, 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; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, provided that if the number of shares of Common Stock comprising a Stock Unit shall forthwith be decreased to the number of shares of Common Stock which would have comprised a Stock Unit at the time of such readjustment is an increase in the Exercise Priceexpiration or termination had such right, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option option or Convertible Security, 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. In the event that If the purchase price provided for in any such Option right or option referred to in subsection 9.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, Section 4.5 or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Sections 4.5 or 4.6 are convertible into or exchangeable for Shares, Common Stock shall be reduced decrease at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; , the Exercise Price number of shares of Common Stock then in effect hereunder shall, upon issuance of such Shares, comprising a Stock Unit then shall forthwith be adjusted to such respective amount as would have obtained comprised a Stock Unit had such Option right, option or Convertible Security never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment number of shares of Common Stock comprising a Stock Unit is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby increased.

Change in Option Price or Conversion Rate. In the event that the purchase price provided for in any Option referred to in subsection 9.2.2.310.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 10.2.2.3 are convertible into or exchangeable for Shares shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.210.2, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price 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 readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 10.1 and 9.210.2) by which the Exercise Price was decreased pursuant to Section 9.2 10.2 upon the issuance of the Option or Convertible Security. In the event that the purchase price provided for in any such Option referred to in subsection 9.2.2.310.2.2.3, or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.310.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 10.2.2.3 are convertible into or exchangeable for Shares, 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 delivery of Shares upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; the Exercise Price then in effect hereunder shall, upon issuance of such Shares, be adjusted to such amount as would have obtained had such Option or Convertible Security never been issued and had adjustments been made only upon the issuance of the Shares delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 10.1 and 9.210.2) by which the Exercise Price was decreased pursuant to Section 9.2 10.2 upon the issuance of the Option or Convertible Security.

Change in Option Price or Conversion Rate. In the event that If (A) the purchase price provided for in any Option referred to in subsection 9.2.2.3Section 2.7d(a), (B) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 2.7d(a) or 2.7d(b) or (C) the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 2.7d(a) or 2.7d(b) are convertible into or exchangeable for Shares Common Stock shall change at any time (in each case other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, then the Exercise Series B Conversion Price in effect at the time of such event shall shall, as re quired, forthwith be readjusted to the Exercise such Series B Conversion Price that 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; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, provided that if the Series B Conversion Price then in effect hereunder shall, as required, forthwith be increased to the Series B Conversion Price which would have been in effect at the time of such readjustment is an increase in the Exercise Price, expiration or termination had such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible SecuritySecurities, 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. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anySection 2.7d(a) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Section 2.7d(a) or 2.7d(b) are convertible into or exchangeable for Shares, Common Stock shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then then, in case of the delivery of Shares Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Series B Conversion Price then in effect hereunder shall, upon issuance of such Sharesas required, forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares shares of Common Stock delivered as aforesaid and for aforesaid, but only if as a result of such adjustment the consideration actually received for such Option or Convertible Security and the Shares, provided that if such readjustment Series B Conversion Price then in effect hereunder is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythereby reduced.

Change in Option Price or Conversion Rate. In Upon the event that happening of any of the following events, namely, if the purchase price provided for in any Option right or option referred to in subsection 9.2.2.3Subparagraph 5(c)(A)(i), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Subparagraph 5(c)(A)(i), or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Subparagraph 5(c)(A)(i), are convertible into or exchangeable for Shares Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, for purposes of any adjustment required by Section 9.2, the Exercise Price then in effect at the time of such event hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to the Exercise Price that would have been in effect at such time had such Options rights, 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 right referred to in Subparagraph 5(c)(A)(i), provided that if or on the termination of any such readjustment is an increase right to convert or exchange any such Convertible Securities referred to in the Exercise PriceSubparagraph 5(c)(A)(i), such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant then in effect hereunder shall forthwith be readjusted (increased or decreased, as the case may be) to Section 9.2 upon the issuance Exercise Price that would have been in effect at the time of the Option such expiration or termination had such right, option or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been granted, issued or sold, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. In the event that If the purchase price provided for in any such Option referred to in subsection 9.2.2.3, or the additional consideration (if anySubparagraph 5(c)(A)(i) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 9.2.2.3, or the rate at which any Convertible Securities referred to in subsection 9.2.2.3 Subparagraph 5(c)(A)(i) are convertible into or exchangeable for Shares, shall be is reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Shares Common Stock upon the exercise of any such Option right or option or upon conversion or exchange of any such Convertible Security; Securities, the Exercise Price then in effect hereunder shall, upon issuance of such Sharesif not already adjusted, forthwith be adjusted to such amount as would have obtained had such Option right, option or Convertible Security Securities never been issued as to such Common Stock and had adjustments been made only upon the issuance of the Shares Common Stock delivered as aforesaid and for the consideration actually received for aforesaid, but only if as a result of such Option or Convertible Security and the Shares, provided that if such readjustment is an increase in the Exercise Price, such readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which adjustment the Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the Option or Convertible Securitythen in effect hereunder is thereby reduced.