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

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be immediately adjusted 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 adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c), if the terms of any Option or Convertible Security that was outstanding as of the Original Issue Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be 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 that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)Section 2C, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date of Issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall will be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company shares of Common Stock issuable hereunder will promptly give all Holders written notice of such increasebe correspondingly adjusted. For purposes of this subsection (c)paragraph 5.2, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of this Agreement are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall will be deemed to have been issued as of the date of such change; provided that . Notwithstanding the foregoing no such change shall will at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock Shares changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and number of Shares issuable hereunder shall be correspondingly adjusted; provided provided, that if such adjustment of the Exercise Price would result in an increase in of the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increaseadjustment shall not occur. For purposes of this subsection (cSection 4(b), if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date of Issuance are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided provided, that no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase or exercise price provided for in any Options, or the additional consideration, if any, payable upon the conversion issue, conversion, exchange or exchange exercise of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (cSection 3(b)(ii)(C), if the terms of any Option or Convertible Security that was outstanding as of the Original Issue Closing Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no . No adjustment shall be made if such change shall at any time cause adjustment would result in an increase of the Exercise Price hereunder then in effect. Notwithstanding the foregoing, no adjustment shall be made to be increasedthe 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 Transaction Documents.

Change in Option Price or Conversion Rate. If the purchase ------------------------------------------ price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice shares of such increaseCommon Stock issuable hereunder shall be correspondingly adjusted. For purposes of this subsection (c)paragraph 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice shares of such increaseCommon Stock shall be correspondingly adjusted. For purposes of this subsection (c)SECTION 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If (i) the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Conversion Price in effect at the time of such change shall be 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, occurred at the time such Options or Convertible Securities were initially granted, issued or sold; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)Section 2.6, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date December 19, 2000 or at any time thereafter are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Conversion Price in effect at the time of such change shall be 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; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)Section 2C, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date of Issuance of this Note are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice shares of such increaseWarrant Stock shall be correspondingly adjusted. For purposes of this subsection (c)Section 3B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Warrant Stock shall be correspondingly adjusted; provided that if such adjustment of the Exercise Price would result in an increase in of the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company will promptly give to all Holders written notice holders of such increasethe Warrants. For purposes of this subsection (c)Paragraph 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion conversation or exchange thereof shall be deemed to have been issued as of the date of such change; provided that no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase or exercise price provided for in any Options, or the additional consideration, if any, payable upon the conversion issue, conversion, exchange or exchange exercise of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (cSection 3(b)(ii)(C), if the terms of any Option or Convertible Security that was outstanding as of the Original Issue Closing Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no . No adjustment shall be made if such change shall at any time cause adjustment would result in an increase of the Exercise Price hereunder then in effect. Notwithstanding the foregoing, no adjustment shall be made to be increasedthe 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 Transaction Documents.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities Common Stock Equivalents or the rate at which any Convertible Securities Common Stock Equivalents are convertible into or exchangeable for Common Stock changes at any timetime (in each case, other than as a result of antidulition provisions applicable to such Options or such Common Stock Equivalents) , the applicable Exercise Price in effect at the time of such change shall be immediately adjusted to the such Exercise Price that which would have been in effect at such time had such Options or Convertible Securities Common Stock Equivalents still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice shares of such increaseWarrant Stock shall be correspondingly adjusted. For purposes of this subsection (c)Section B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date of Issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder of such Warrant Stock to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice shares of such increaseCommon Stock issuable hereunder shall be correspondingly adjusted. For purposes of this subsection (c)paragraph 2F, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increaseWarrant Shares shall be correspondingly adjusted. For purposes of this subsection (c)Section 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided provided, that (A) no such change shall at any time cause the Exercise Price hereunder to be increased, and (B) no adjustment to the Conversion Price pursuant to this clause (iii) shall be made as a result of any adjustment to the exercise and/or conversion price with respect to the Bayview Warrant, CEX Convertible Note or the Common Warrants pursuant to and in accordance with the antidilution protection provisions of such securities as in effect on May 31, 2000.

Change in Option Price or Conversion Rate. If the purchase price provided for in any OptionsOption, the additional consideration, consideration (if any, ) payable upon the issue, conversion or exchange of any Convertible Securities Security, or the rate at which any Convertible Securities are Security is convertible into or exchangeable for Common Stock Securities changes at any time, the Exercise Conversion Price in effect at the time of such change shall be adjusted immediately adjusted to the Exercise Conversion Price that which would have been in effect at such time had such Options Option or Convertible Securities still outstanding Security originally 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 adjustment of the Exercise Conversion Price would result in an increase in the Exercise Conversion Price then in effect, the Company will promptly give all Holders such adjustment shall not be effective until thirty (30) calendar days after written notice of such increasethereof has been given to all Payees. For purposes of this subsection (cSection 8(c), if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Note are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock Securities deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided provided, that no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be 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 that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (cSection 2C(3), if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date of Issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided provided, that no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Conversion Price in effect at the time of such change shall be 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; provided that if such adjustment of the Exercise Price would result in an increase in of the Exercise Conversion Price then in effect, the Company will promptly give all Holders such adjustment shall not be effective until 30 days after written notice thereof has been given by the Corporation to all holders of such increasethe Loans. For purposes of this subsection (c)paragraph 1C, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of the Loans are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Conversion Price in effect at the time of such change shall be 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; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)Section 6E, if the terms of any Option or Convertible Security that was outstanding as of the Original Issue Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock the Company’s common stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increaseStock issuable hereunder shall be correspondingly adjusted. For purposes of this subsection (c)Section 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock Company’s common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increaseWarrant Shares shall be correspondingly adjusted. For purposes of this subsection (c)Section 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided provided, that (A) no such change shall at any time cause the Exercise Price hereunder to be increased, and (B) no adjustment to the Conversion Price pursuant to this clause (iii) shall be made as a result of any adjustment to the 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 such securities as in effect on May 31, 2000.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice shares of such increaseCommon Stock issuable hereunder shall be correspondingly adjusted. For purposes of this subsection (c)paragraph 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange ex change of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment sold and the number of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice shares of such increaseCommon Stock shall be correspondingly adjusted. For purposes of this subsection (c)Section 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted immediately adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)paragraph 2.2, if the terms of any Option or Convertible Security that was outstanding as of the Original Issue Date of Issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increasedincreased to an amount in excess of the Exercise Price in effect immediately upon the issuance of this Warrant.

Change in Option Price or Conversion Rate. If (i) the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Conversion Price in effect at the time of such change shall be 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, occurred at the time such Options or Convertible Securities were initially granted, issued or sold; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)Section 2.6, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Closing Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Conversion Price in effect at the time of such change shall be 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; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)Section 6C, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of the initial issuance of the applicable series of Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes Units is changed at any time, the Exercise Conversion Price in effect at the time of such change shall be immediately adjusted changed 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 adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (cSection 4.9(b), if the terms of any Option or Convertible Security that was were outstanding as of the Original Issue Date date of issuance of the Class A Units are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock Units deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price applicable Conversion Ratio in effect at the time of such change shall be immediately adjusted to the Exercise Price that Conversion Ratio 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 adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (cparagraph 5(a)(ii), if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of the initial issuance of the Series B Preferred are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price applicable Conversion Ratio hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase or exercise price provided for in any Options, or the additional consideration, if any, payable upon the conversion issue, conversion, exchange or exchange exercise of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (cSection 11(b)(ii)(C), if the terms of any Option or Convertible Security that was outstanding as of the Original Issue Initial Exercise Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no . No adjustment shall be made if such change shall at any time cause adjustment would result in an increase of the Exercise Price hereunder to be increasedthen in effect unless the holders of the Preferred Shares are provided at least ten (10) Business Days’ prior notice.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock Units changes at any time, the Exercise Conversion Price in effect at the time of such change shall be 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; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. sold For purposes of this subsection (cSECTION 4.1(c), if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of the Preferred Units are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock Units deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided PROVIDED that no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price ----------------------------------------- provided for in any OptionsOption, the additional consideration, consideration (if any, ) payable upon the issue, conversion or exchange of any Convertible Securities Security, or the rate at which any Convertible Securities are Security is convertible into or exchangeable for STS Common Stock changes at any time, the Exercise Conversion Price in effect at the time of such change shall be adjusted immediately adjusted to the Exercise Conversion Price that which would have been in effect at such time had such Options Option or Convertible Securities still outstanding Security originally 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 adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (cSection 6E(iii)(C), if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of the Closing are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price Conversion Ratio in effect at the time of such change shall be immediately adjusted to the Exercise Price that Conversion Ratio 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 adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (cparagraph 5(a)(ii), if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of the initial issuance of the Series A Preferred are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price Conversion Ratio hereunder to be increased.

Change in Option Price or Conversion Rate. If (i) the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Conversion Price in effect at the time of such change shall be 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, occurred at the time such Options or Convertible Securities were initially granted, issued or sold; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)SECTION 2.6, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Closing Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Conversion Price hereunder to be increased.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted immediately adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this subsection (c)paragraph 2.2, if the terms of any Option or Convertible Security that was outstanding as of the Original Issue Date of Issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increasedincreased to an amount in excess of the Exercise Price in effect upon the issuance of this Warrant.

Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted 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 changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Common Stock issuable hereunder shall be correspondingly adjusted; provided that if such adjustment of the Exercise Price would result in an increase in of the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company will promptly give to all Holders written notice holders of such increasethe Warrants. For purposes of this subsection (c)paragraph 2B, if the terms of any Option or Convertible Security that which was outstanding as of the Original Issue Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common 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 no such change shall at any time cause the Exercise Price hereunder to be increased.