Common use of Conversion Price Adjustment Clause in Contracts

Conversion Price Adjustment. The initial Conversion Price as stated above shall be subject to adjustment from time to time and such Conversion Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth. (a) If the Company shall effect a subdivision of the Common Stock, the Conversion Price then in effect immediately before such subdivision shall be proportionately decreased. If the Company shall combine the outstanding Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. If the Company shall make or issue a dividend or other distribution payable in securities, then and in each such event provision shall be made so that the holder of this Note shall receive upon conversion hereof, in addition to the number of Shares receivable thereupon, the amount of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the surviving entity), then and in each such event provision shall be made so that such holder shall receive upon conversion hereof the amount of such reclassified shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of conversion of this Note, retained such reclassified shares of Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the holder of this Note. The form of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section. (c) Whenever the Conversion Price shall be adjusted as provided in this Section 2, the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. Notwithstanding the foregoing, no adjustment in the Conversion Price shall be required unless such adjustment would require a change of at least 1% in such Conversion Price; provided, however, that any adjustments which by reason of this Section are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (d) In case of any consolidation or merger of the Company with or into another entity or the conveyance of all or substantially all of the assets of the Company to another entity (collectively, an “Organic Change”), this Note shall thereafter be convertible (to the extent such conversion is permitted hereunder) into the number of shares of common stock or other securities or property to which a holder of the number of shares of Common Stock of the Company deliverable upon conversion of this Note would have been entitled had this Note been converted immediately prior to such Organic Change and held until after the closing of such Organic Change; and, in any such case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Note, to the end that the provisions set forth herein shall be thereafter applicable, as nearly as reasonably may be, in relation to any shares of Common Stock or other property thereafter deliverable upon the conversion of this Note.

Conversion Price Adjustment. (a) The initial Conversion Price as stated above shall will be subject to adjustment from time upon the happening of certain events, including: (1) the issuance of shares of Common Stock as a dividend or a distribution with respect to time Common Stock, (2) subdivisions, combinations and such Conversion reclassification of Common Stock, (3) the issuance to all holders of Common Stock of rights or warrants entitling them to subscribe for shares of Common Stock at less than the then Current Market Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth. (a) If the Company shall effect a subdivision of the Common Stock, (4) the distribution to holders of Common Stock of evidences of indebtedness of the Company, securities or capital stock, cash or assets (including securities, but excluding those rights, warrants, dividends and distributions referred to above and dividends and distributions paid exclusively in cash). The Company from time to time may reduce the Conversion Price then of the Debentures by any amount selected by it for any period of at least 20 days, in effect immediately before such subdivision shall be proportionately decreased. If which case the Company shall combine the outstanding Common Stockwill give at least 15 days' notice of such reduction. The Company may, at its option, make such reductions in the Conversion Price then in effect immediately before the combination shall be proportionately increased. If the Company shall make or issue a dividend or other distribution payable in securities, then and in each such event provision shall be made so that the holder of this Note shall receive upon conversion hereofPrice, in addition to the number those set forth above, as its Board of Shares receivable thereupon, the amount Directors deems advisable to avoid or diminish any income tax to holders of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock resulting from any dividend or distribution of stock (including or rights to acquire stock) or from any reclassification in connection with a consolidation or merger in which event treated as such for income tax purposes. No adjustment of the Company is the surviving entity), then and in each such event provision shall Conversion Price will be made so that such holder shall receive upon conversion hereof the amount issuance of such reclassified any shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior pursuant to such reclassification any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and had such holder thereafter, during the period from the date investment of such event to and including the date of conversion of this Note, retained such reclassified additional optional amounts in shares of Common Stock, giving effect to all adjustments called for during Stock under any such period under this paragraph with respect to the rights of the holder of this Noteplan. The form of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section. (c) Whenever the Conversion Price shall be adjusted as provided in this Section 2, the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. Notwithstanding the foregoing, no No adjustment in the Conversion Price shall will be required unless such adjustment would require a change of at least 1% in such Conversion Pricethe price then in effect; provided, however, that any adjustments which by reason of this Section are adjustment that would not be required to be made shall be carried forward and taken into account in any subsequent adjustment. If any event would required adjustment of the Conversion Price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to the holder of the Debentures. (db) In case Notwithstanding the foregoing, in the event that the Company shall be a party to any transaction, including, without limitation, and with certain exceptions, (i) a recapitalization or reclassification of any the common stock of the Company , (ii) consolidation of the Company with, or merger of the Company with into, any other Person, or any merger of another Person into another entity the Company, (iii) any sale, transfer or the conveyance lease of all or substantially all of the assets of Company, or (iv) any compulsory share exchange pursuant to which the common stock of the Company to another entity (collectively, an “Organic Change”), this Note shall thereafter be convertible (to the extent such conversion is permitted hereunder) converted into the number of shares of common stock right to receive other securities, cash or other securities property (each of the foregoing being referred to as a "Transaction") then the holders of Debentures then outstanding shall have the right to convert the Debentures into the kind and amount of securities, cash or other property to which receivable upon the consummation of such Transaction by a holder of the number of shares of Common Stock of the Company deliverable common stock issuable upon conversion of this Note would have been entitled had this Note been converted such Debentures immediately prior to such Organic Change and held until after the closing of such Organic Change; and, in any such case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Note, to the end that the provisions set forth herein shall be thereafter applicable, as nearly as reasonably may be, in relation to any shares of Common Stock or other property thereafter deliverable upon the conversion of this NoteTransaction.

Conversion Price Adjustment. (a) The initial Conversion Price as stated above shall be subject to adjustment from time to time and such Conversion Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth.follows: (ai) If In the Company event that Seller shall issue additional shares of capital stock (or securities convertible into or exchangeable for capital stock) via a stock dividend or stock distribution paid with respect to its Common Stock, or declare any dividend or other distribution payable with additional shares of its capital stock (or securities convertible into or exchangeable for capital stock) with respect to its Common Stock or effect a split or subdivision of the its outstanding shares of Common Stock, the Conversion Price then in effect immediately before shall, concurrently with the effectiveness of such subdivision shall stock dividend, stock distribution, split or subdivision, or the earlier declaration thereof, be proportionately decreased. If . (ii) In the Company shall combine event that the outstanding shares of the Common Stock shall be combined or consolidated, by reclassification, reverse stock split or otherwise, into a lesser number of shares of Common Stock, the Conversion Price then in effect immediately before shall, concurrently with the effectiveness of such combination shall or consolidation, be proportionately increased. If . (iii) In the Company event that Seller shall make issue Additional Shares of Common Stock (as defined in the Warrant Agreement) without consideration or issue for a dividend or other distribution payable in securitiesconsideration per share less than the then-applicable Conversion Price, then and in each such event provision shall be made so that the holder of this Note shall receive upon conversion hereofevent, in addition to the number of Shares receivable thereupon, the amount of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the surviving entity), then and in each such event provision shall be made so that such holder shall receive upon conversion hereof the amount of such reclassified shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of conversion of this Note, retained such reclassified shares of Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the holder of this Note. The form of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section. (c) Whenever the Conversion Price shall be adjusted in the same manner (and in accordance with the adjustment provisions set forth in the Warrant Agreement) that the Exercise Price (as provided defined in the Warrant Agreement) shall be adjusted in the event that Seller shall issue Additional Shares of Common Stock without consideration or for a consideration per share less than the then-applicable Exercise Price. (b) Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 23.7, the Company Seller, at its expense, shall reasonably promptly provide notice of compute such adjustment to the Lender together with a written statement from an authorized officer or readjustment of the Company, Conversion Price in accordance with the terms hereof and furnish to Buyer a certificate setting forth such adjustment or readjustment and showing in reasonable detail the facts requiring upon which such adjustment and the Conversion Price that shall be in effect after such adjustment. Notwithstanding the foregoing, no adjustment in the Conversion Price shall be required unless such adjustment would require a change of at least 1% in such Conversion Price; provided, however, that any adjustments which by reason of this Section are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (d) In case of any consolidation or merger of the Company with or into another entity or the conveyance of all or substantially all of the assets of the Company to another entity (collectively, an “Organic Change”), this Note shall thereafter be convertible (to the extent such conversion readjustment is permitted hereunder) into the number of shares of common stock or other securities or property to which a holder of the number of shares of Common Stock of the Company deliverable upon conversion of this Note would have been entitled had this Note been converted immediately prior to such Organic Change and held until after the closing of such Organic Change; based and, in any such case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Note, to the end that the provisions set forth herein shall be thereafter if applicable, as nearly as reasonably may be, in relation to any shares of Common Stock or other property thereafter deliverable upon the conversion of this Noteshall obtain a Nasdaq Consent.

Conversion Price Adjustment. The initial Conversion Price as stated above shall be subject to adjustment from time to time and such Conversion Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth. (a) If the Company Borrower, at any time while this Note is outstanding, (i) shall effect pay a subdivision of the Common Stock, the Conversion Price then in effect immediately before such subdivision shall be proportionately decreased. If the Company shall combine the outstanding Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. If the Company shall make or issue a stock dividend or other otherwise make a distribution payable in securities, then and in each such event provision shall be made so that the holder or distributions on shares of this Note shall receive upon conversion hereof, in addition to the number of Shares receivable thereupon, the amount of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including or any reclassification other equity or equity equivalent securities payable in connection with a consolidation or merger in which the Company is the surviving entity), then and in each such event provision shall be made so that such holder shall receive upon conversion hereof the amount of such reclassified shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of conversion of this Note, retained such reclassified shares of Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights (ii) subdivide outstanding shares of Common Stock into a larger number of shares, (iii) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of shares of the holder Common Stock any shares of this Note. The form capital stock of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section. (c) Whenever Borrower, then the Conversion Price shall be adjusted as provided in this Section 2, multiplied by a fraction of which the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that numerator shall be in effect the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding after such adjustmentevent. Notwithstanding Any adjustment made pursuant to this paragraph shall become effective immediately after the foregoing, no adjustment record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the Conversion Price shall be required unless such adjustment would require case of a change of at least 1% in such Conversion Price; providedsubdivision, however, that any adjustments which by reason of this Section are not required to be made shall be carried forward and taken into account in any subsequent adjustmentcombination or reclassification. (db) In case of any consolidation or merger of the Company Borrower with or into another entity corporation or the conveyance of all or substantially all of the assets of the Company Borrower to another entity (collectively, an “Organic Change”)corporation, this Note shall thereafter be convertible (to the extent such conversion is permitted hereunder) into the number of shares of common stock or other securities or property to which a holder of the number of shares of Common Stock of the Company Borrower deliverable upon conversion of this Note would have been entitled had this Note been converted immediately prior to upon such Organic Change and held until after the closing of such Organic Changeconsolidation, merger or conveyance; and, in any such case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder holders of this Note, to the end that the provisions set forth herein shall be thereafter applicable, as nearly as reasonably may be, in relation to any shares of Common Stock stock or other property thereafter deliverable upon the conversion of this the Note.

Conversion Price Adjustment. The initial (a) In case the Company shall pay or make a dividend or other distribution to all or substantially all holders of any class of capital stock of the Company payable in Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be (i) such number of shares plus (ii) the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (For the purposes of determining adjustments to the Conversion Price as stated above set forth herein, shares of Common Stock held in the treasury of the Company, and distributions or issuances in respect thereof shall be subject disregarded.) (b) In case the Company shall issue rights or warrants to adjustment from time all or substantially all holders of its Common Stock entitling them, for a period of not more than 45 days, to time and subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such Conversion Price as adjusted by a fraction of which the numerator shall likewise be subject (i) the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus (ii) the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and the denominator shall be (i) the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus (ii) the number of shares of Common Stock so offered for subscription or purchase, such reduction to further adjustmentbecome effective immediately after the opening of business on the day following the date fixed for such termination. In case any rights or warrants referred to in this paragraph in respect of which an adjustment shall have been made shall expire unexercised, all as hereinafter set forththe Conversion Price shall be readjusted at the time of such expiration to the Conversion Price that would then be in effect if no adjustment had been made on account of the distribution or issuance of such expired rights or warrants. (ac) If In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock evidences of indebtedness, shares of capital stock of any class or series, other securities, cash or assets (other than Common Stock referred to in Section 4.04(a), rights or warrants referred to in Section 4.04(b) or a dividend or distribution payable exclusively in cash), the Conversion Price in effect immediately prior to the close of business on the date fixed for the payment of such distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be (i) the Current Market Price on the date fixed for such payment minus (ii) the then Fair Market Value of the portion of such evidences of indebtedness, shares of capital stock, other securities, cash and assets distributed per share of Common Stock and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for such payment. In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of Common Stock shares of any capital stock of, or other equity interest in, any subsidiary or other business unit of the Company (a “Spin Off”) and, immediately after such distribution, such capital stock or other equity interest is registered under the Exchange Act and listed and publicly traded on a national securities exchange registered under Section 6 of the Exchange Act, then the Conversion Price in effect immediately prior to the close of business on the date fixed for such distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be (i) the Current Market Price on the date fixed for such distribution minus (ii) the average of the Closing Prices of the amount of such capital stock or other equity interests distributed per share of Common Stock on such exchange during the first ten days of such public trading immediately following and including the effective date of the Spin Off and the denominator shall be the Current Market Price on the date fixed for such distribution. (e) In case the Company shall, by dividend or otherwise, make a distribution to all or substantially all holders of its Common Stock payable exclusively in cash, the Conversion Price in effect immediately prior to the close of business on the date fixed for such payment shall be adjusted by multiplying such Conversion Price by a fraction of which the numerator shall be (i) the Current Market Price on the date fixed for such payment minus (ii) the amount in cash per share of Common Stock paid in such distribution and the denominator shall be the Current Market Price on the date fixed for such payment, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for such payment. In the event that the amount in cash per share of Common Stock paid in such distribution is greater than or equal to the Current Market Price on the date fixed for such payment, each Holder of Notes shall receive, for each $1,000 principal amount of Notes, without conversion and at the same time and upon the same terms as holders of Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Business Day immediately preceding the date fixed for such payment for such cash dividend or distribution. (f) In case the Company or any subsidiary of the Company shall effect consummate a subdivision tender or exchange offer for all or any portion of the Common Stock, the Conversion Price then in effect immediately before prior to the close of business on the date of expiration of such subdivision tender or exchange offer shall be proportionately decreased. If reduced by multiplying such Conversion Price by a fraction of which the numerator shall be (i) the Current Market Price on such date of expiration minus the (ii) Per Share Premium Amount paid in such tender or exchange offer and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following such date of expiration. (g) In case the Company shall combine shall, by dividend or otherwise, make a distribution referred to in Section 4.04(d) or 4.04(e), any Holder converting its Notes (or any portion of the outstanding principal amount of its Notes (together with any accrued and unpaid interest thereon)) subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution shall, in lieu of a conversion adjustment, be entitled to receive, for each share of Common Stock received in respect of the conversion of such Notes (or portion of the outstanding principal amount of such Notes (together with any accrued and unpaid interest thereon) being converted), the portion of the evidences of indebtedness, shares of capital stock, other securities, cash and assets so distributed applicable to one share of Common Stock; provided, however that, at the election of the Company (whose election shall be evidenced by a resolution of the Board of Directors) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion or all of such evidences of indebtedness, shares of capital stock, other securities, cash and assets to which such holder is entitled as set forth above, (i) pay such Holder an amount in Cash equal to the Fair Market Value thereof or (ii) distribute to such Holder a due xxxx therefor, provided that such due xxxx (A) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (B) requires payment or delivery of such evidences of indebtedness, shares of capital stock, other securities, cash or assets no later than the date of payment thereof to holders of shares of Common Stock receiving such distribution. (h) The Company may not engage in any transaction if, as a result thereof, the Conversion Price then in effect immediately before would be reduced to below the combination shall be proportionately increased. If par value per share of the Company shall make or issue a dividend or other distribution payable in securities, then and in each such event provision shall be made so that the holder of this Note shall receive upon conversion hereof, in addition to the number of Shares receivable thereupon, the amount of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the surviving entity), then and in each such event provision shall be made so that such holder shall receive upon conversion hereof the amount of such reclassified shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of conversion of this Note, retained such reclassified shares of Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the holder of this Note. The form of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section. (ci) Whenever the Conversion Price shall be adjusted as provided in this Section 2, the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. Notwithstanding the foregoing, no No adjustment in the Conversion Price shall be required unless such adjustment would require a change an increase or decrease of at least 1% one tenth of one percent (0.1%) in such the Conversion Price; provided, however, however that any adjustments which by reason of this Section 4.04(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (d) In case of any consolidation or merger of the Company with or into another entity or the conveyance of all or substantially all of the assets of the Company to another entity (collectively, an “Organic Change”), this Note shall thereafter be convertible (to the extent such conversion is permitted hereunder) into the number of shares of common stock or other securities or property to which a holder of the number of shares of Common Stock of the Company deliverable upon conversion of this Note would have been entitled had this Note been converted immediately prior to such Organic Change and held until after the closing of such Organic Change; and, in any such case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Note, to the end that the provisions set forth herein shall be thereafter applicable, as nearly as reasonably may be, in relation to any shares of Common Stock or other property thereafter deliverable upon the conversion of this Note.

Conversion Price Adjustment. The initial Conversion Price as stated above shall be subject to adjustment from time to time and such Conversion Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth. (a) If the Company shall effect a subdivision outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares thereof or a dividend in Common Stock shall be paid in respect of Common Stock, the Conversion Price then in effect immediately before prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced and conversely, if outstanding shares of Common Stock shall be proportionately decreased. If the Company shall combine the outstanding Common Stockcombined into a smaller number of shares thereof, the Conversion Price then in effect immediately before prior to such combination shall, simultaneously with the combination shall effectiveness of such combination, be proportionately increased. If the Company shall make or issue a dividend or other distribution payable in securities, then and in each such event provision shall When any adjustment is required to be made so that in the holder Conversion Price, the number of shares of Common Stock issuable upon the conversion of this Note shall receive upon conversion hereof, in addition be changed to the number determined by dividing (i) an amount equal to the number of Shares receivable thereupon, shares issuable pursuant to the amount of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the surviving entity), then and in each such event provision shall be made so that such holder shall receive upon conversion hereof the amount of such reclassified shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of conversion of this Note, retained such reclassified shares of Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the holder of this Note. The form of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section. (c) Whenever multiplied by the Conversion Price shall be adjusted as provided in this Section 2effect immediately prior to such adjustment, the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and by (ii) the Conversion Price that shall be in effect immediately after such adjustment. Notwithstanding the foregoing, no adjustment in the Conversion Price shall be required unless such adjustment would require a change of at least 1% in such Conversion Price; provided, however, that any adjustments which by reason of this Section are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (db) In case If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subparagraph (a) above), or any consolidation or merger of the Company with or into another corporation, or in the case of any sale, transfer or other disposition to another person, corporation or other entity or the conveyance of all or substantially all of the assets property, assets, business and good will of the Company to another entity (collectivelyas an entirety, an “Organic Change”)then, as part of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, as the case may be, lawful provision shall be made so that the registered owner of this Note shall have the right thereafter be convertible (to receive upon the extent such conversion is permitted hereunder) into hereof the number kind and amount of shares of common stock or other securities or property which said registered owner would have been entitled to which a holder of receive if, immediately prior to any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, as the case may be, said registered owner had held the number of shares of Common Stock of which were then issuable upon the Company deliverable upon conversion of this Note would have been entitled had this Note been converted immediately prior to such Organic Change and held until after the closing of such Organic Change; and, in Note. In any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth herein with respect to the rights and interest interests thereafter of the holder registered owner of this Note, to the end Note such that the provisions set forth herein (including provisions with respect to adjustment of the Conversion Price) shall thereafter be thereafter applicable, as nearly as is reasonably may bepracticable, in relation to any shares of Common Stock stock or other securities or property thereafter deliverable upon the conversion of this Note. (c) In case the Company shall declare a dividend upon shares of Common Stock payable otherwise than out of earnings or earned surplus and otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for Common Stock, the Holder shall, upon conversion of this Note in whole or in part, be entitled to purchase, in addition to the number of shares of Common Stock deliverable upon such conversion against payment of the Conversion Price therefor, but without further consideration, the cash, stock or other securities or property which the Holder would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares of Common Stock or in such convertible or exchangeable stock or obligations), if continuously since the date set forth above such holder (i) had been the holder of record of the number of shares of Common Stock deliverable upon such conversion and (ii) had retained all dividends in stock or other securities (other than shares of Common Stock or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares of Common Stock or in respect of any such stock or other securities so paid or payable as such dividends. For purposes of this subparagraph (c), a dividend payable otherwise than in cash shall be considered to be payable out of earnings or earned surplus and shall be charged in an amount equal to the fair value of such dividend as determined by the Board of Directors of the Company. (d) The Conversion Price shall be subject to adjustment from time to time as follows:

Conversion Price Adjustment. (a) The initial Conversion Price as stated above shall will be subject to adjustment from time upon the happening of certain events, including: (1) the issuance of shares of Common Stock as a dividend or a distribution with respect to time Common Stock, (2) subdivisions, combinations and such Conversion reclassification of Common Stock, (3) the issuance to all holders of Common Stock of rights or warrants entitling them to subscribe for shares of Common Stock at less than the then Current Market Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth. (a) If the Company shall effect a subdivision of the Common Stock, (4) the distribution to holders of Common Stock of evidences of indebtedness of the Company, securities or capital stock, cash or assets (including securities, but excluding those rights, warrants, dividends and distributions referred to above and dividends and distributions paid exclusively in cash). The Company from time to time may reduce the Conversion Price then of the Debentures by any amount selected by it for any period of at least 20 days, in effect immediately before such subdivision shall be proportionately decreased. If which case the Company shall combine the outstanding Common Stockwill give at least 15 days' notice of such reduction. The Company may, at its option, make such reductions in the Conversion Price then in effect immediately before the combination shall be proportionately increased. If the Company shall make or issue a dividend or other distribution payable in securities, then and in each such event provision shall be made so that the holder of this Note shall receive upon conversion hereofPrice, in addition to the number those set forth above, as its Board of Shares receivable thereupon, the amount Directors deems advisable to avoid or diminish any income tax to holders of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock resulting from any dividend or distribution of stock (including or rights to acquire stock) or from any reclassification in connection with a consolidation or merger in which event treated as such for income tax purposes. No adjustment of the Company is the surviving entity), then and in each such event provision shall Conversion Price will be made so that such holder shall receive upon conversion hereof the amount issuance of such reclassified any shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior pursuant to such reclassification any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and had such holder thereafter, during the period from the date investment of such event to and including the date of conversion of this Note, retained such reclassified additional optional amounts in shares of Common Stock, giving effect to all adjustments called for during Stock under any such period under this paragraph with respect to the rights of the holder of this Noteplan. The form of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section. (c) Whenever the Conversion Price shall be adjusted as provided in this Section 2, the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. Notwithstanding the foregoing, no No adjustment in the Conversion Price shall will be required unless such adjustment would require a change of at least 1% in such Conversion Pricethe price then in effect; provided, however, that any adjustments which by reason of this Section are adjustment that would not be required to be made shall be carried forward and taken into account in any subsequent adjustment. If any event would required adjustment of the Conversion Price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to the holder of the Debentures. (db) In case Notwithstanding the foregoing, in the event that the Company shall be a party to any transaction, including, without limitation, and with certain exceptions, (i) a recapitalization or reclassification of any the common stock of the Company, (ii) consolidation of the Company with, or merger of the Company with into, any other Person, or any merger of another Person into another entity the Company, (iii) any sale, transfer or the conveyance lease of all or substantially all of the assets of Company, or (iv) any sale, transfer or lease of all or substantially all of the assets of Company, orany compulsory share exchange pursuant to which the common stock of the Company to another entity (collectively, an “Organic Change”), this Note shall thereafter be convertible (to the extent such conversion is permitted hereunder) converted into the number of shares of common stock right to receive other securities, cash or other securities property (each of the foregoing being referred to as a "Transaction") then the holders of Debentures then outstanding shall have the right to convert the Debentures into the kind and amount of securities, cash or other property to which receivable upon the consummation of such Transaction by a holder of the number of shares of Common Stock of the Company deliverable common stock issuable upon conversion of this Note would have been entitled had this Note been converted such Debentures immediately prior to such Organic Change and held until after the closing of such Organic Change; and, in any such case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Note, to the end that the provisions set forth herein shall be thereafter applicable, as nearly as reasonably may be, in relation to any shares of Common Stock or other property thereafter deliverable upon the conversion of this NoteTransaction.

Conversion Price Adjustment. The initial Conversion Price as stated above shall be subject to adjustment from time to time and such Conversion Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth. (a) If the Company Borrower, at any time while this Note is outstanding, (i) shall effect pay a subdivision of the Common Stock, the Conversion Price then in effect immediately before such subdivision shall be proportionately decreased. If the Company shall combine the outstanding Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. If the Company shall make or issue a stock dividend or other otherwise make a distribution payable in securities, then and in each such event provision shall be made so that the holder or distributions on shares of this Note shall receive upon conversion hereof, in addition to the number of Shares receivable thereupon, the amount of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including or any reclassification other equity or equity equivalent securities payable in connection with a consolidation or merger in which the Company is the surviving entity), then and in each such event provision shall be made so that such holder shall receive upon conversion hereof the amount of such reclassified shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of conversion of this Note, retained such reclassified shares of Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights (ii) subdivide outstanding shares of Common Stock into a larger number of shares, (iii) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of shares of the holder Common Stock any shares of this Note. The form capital stock of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section. (c) Whenever Borrower, then the Conversion Price shall be adjusted as provided in this Section 2, multiplied by a fraction of which the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that numerator shall be in effect the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding after such adjustmentevent. Notwithstanding Any adjustment made pursuant to this paragraph shall become effective immediately after the foregoing, no adjustment record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the Conversion Price shall be required unless such adjustment would require case of a change of at least 1% in such Conversion Price; providedsubdivision, however, that any adjustments which by reason of this Section are not required to be made shall be carried forward and taken into account in any subsequent adjustmentcombination or reclassification. (db) In case of any consolidation or merger of the Company Borrower with or into another entity or the conveyance of all or substantially all of the assets of the Company Borrower to another entity (collectively, an “"Organic Change”"), this Note shall thereafter be convertible (to the extent such conversion is permitted hereunder) into the number of shares of common stock Common Stock or other securities or property to which a holder of the number of shares of Common Stock of the Company Borrower deliverable upon conversion of this Note would have been entitled had this Note been converted immediately prior to such Organic Change and held until after the closing of such Organic Change; and, in any such case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Lender or any subsequent holder of this Note, to the end that the provisions set forth herein shall be thereafter applicable, as nearly as reasonably may be, in relation to any shares of Common Stock or other property thereafter deliverable upon the conversion of this Note.