Common use of Adjustments to Conversion Price Clause in Contracts

Adjustments to Conversion Price. Except with respect to issuances of Capital Shares in connection with an acquisition or merger where the Board of Directors of the Borrower determines in good faith that such Capital Shares are not being issued for consideration lower than the Current Market Price on the date of such issuance, for so long as the obligations under the Note are outstanding, if the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Shares at a purchase price on the date of issuance thereof that is lower than the Conversion Price, (B) warrants or options with an exercise price on the date of issuance thereof that is lower than the Conversion Price for the Holder on such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determined, the Conversion Price shall be reduced by an amount equal to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 8.

Adjustments to Conversion Price. Except with respect to issuances of Capital Shares in connection with an acquisition or merger where the Board of Directors of the Borrower determines in good faith that such Capital Shares are not being issued for consideration lower than the Current Market Price on the date of such issuance, for so long as the obligations under the Note are outstanding, if the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Shares at a purchase price on the date of issuance thereof that is lower than the Conversion Price, (B) warrants or options with an exercise price on the date of issuance thereof that is lower than the Conversion Price for the Holder on such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the The Conversion Price shall be determinedsubject to adjustment from time to time upon the occurrence of certain events, as follows: (a) Reclassification, Reorganization, Consolidation or Merger. In the case of any reclassification of the Common Stock, or any reorganization, consolidation or merger of ▇▇▇▇▇▇▇▇-Delaware with or into another corporation (other than a merger or reorganization with respect to which ▇▇▇▇▇▇▇▇-Delaware is the continuing corporation and which does not result in any reclassification of the Common Stock), each share of Common Stock theretofore issuable upon exercise of any Conversion Option, shall be properly adjusted as to the number and kind of securities receivable upon the exercise of any Conversion Option, such that the Noteholder shall receive the number and kind of securities which a holder of Common Stock would have been entitled to receive after the happening of any of the events described in this subsection (a) had the conversion pursuant to any Conversion Option been made immediately prior to the happening of such event or the record date for such event, whichever is earlier. The provisions of this subsection (a) shall similarly apply to successive reclassifications, reorganizations, consolidations or mergers. (b) Split, Subdivision or Combination of Shares. If ▇▇▇▇▇▇▇▇-Delaware at any time prior to the Noteholder's exercise of any Conversion Option shall split, subdivide or combine the Common Stock of ▇▇▇▇▇▇▇▇-Delaware, the Conversion Price shall be reduced by an amount equal to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, proportionately decreased in the case of (A) above, (ii) Common Shares into which the warrants a split or options are exchangeable into, subdivision or proportionately increased in the case of a combination. Any adjustment under this subsection (Bb) aboveshall become effective when the split, subdivision or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 8combination becomes effective.

Adjustments to Conversion Price. Except with respect (1) In the event ATS should at any time or from time to issuances time after the date of Capital Shares in connection with an acquisition issuance hereof and prior to the Maturity Date fix a record date for the effectuation of a split or merger where the Board of Directors subdivision of the Borrower determines outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in good faith that additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such Capital Shares are not being issued holder for consideration lower than the Current Market Price on additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such issuancedividend distribution, for split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so long as that the obligations under number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares. (2) In the Note are outstanding, if the Borrower issues and sells pursuant event ATS should at any time or from time to an exemption from registration under the Securities Act (A) Common Shares at a purchase price on time after the date of issuance thereof that is lower than hereof and prior to the Conversion Price, (B) warrants or options with an exercise price on Maturity Date if the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of issuance thereof that is lower than the outstanding shares of Common Stock, then, following the effective date of such combination, the Conversion Price for this Note shall be appropriately increased so that the Holder number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently decrease in effect, employee stock option agreements or stock incentive agreements outstanding shares. (3) Upon the occurrence of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date each adjustment of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determined, the Conversion Price shall be reduced by an amount equal to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 84, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based.

Adjustments to Conversion Price. Except with respect to issuances of Capital Shares in connection with an acquisition or merger where the Board of Directors The Conversion Price of the Borrower determines Series B Preferred Stock shall be subject to adjustment from time to time as follows: (i) In the event the Corporation should, at any time or from time to time after the date upon which any shares of Series B Preferred Stock were first issued (the “Purchase Date”), fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in good faith that additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such Capital Shares are not being issued holder for consideration lower than the Current Market Price on additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such issuancedividend distribution, for split or subdivision if no record date is fixed), the Conversion Price of the Series B Preferred Stock shall be appropriately decreased so long as that the obligations under number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the Note are outstandingaggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents. (ii) If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by a combination of the outstanding shares of Common Stock, if then, following the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Shares at a purchase price on the record date of issuance thereof that is lower than the Conversion Pricesuch combination, (B) warrants or options with an exercise price on the date of issuance thereof that is lower than the Conversion Price for the Holder Series B Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements conversion of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date of issuance or conversion, as applicable, each share of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price series shall be determined, the Conversion Price shall be reduced by an amount equal decreased in proportion to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the such decrease in outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 8shares.

Adjustments to Conversion Price. Except with respect (a) In the event the Corporation at any time or from time to issuances time effects a subdivision or combination of Capital Shares its outstanding Common Stock into a greater or lesser number of shares without a proportionate and corresponding subdivision or combination of its outstanding Preferred Stock, then and in connection with an acquisition each such event the respective Conversion Price of each outstanding series of Preferred Stock shall be decreased or merger where increased proportionately. (b) In the Board event the Corporation at any time or from time to time shall make or issue, or fix a record date for the determination of Directors holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock or other securities or rights (hereinafter referred to as "Common Stock Equivalents") convertible into or entitling the holder thereof to receive additional shares of Common Stock without payment of any consideration by such holder for such Common Stock Equivalents or the additional shares of Common Stock, then and in each such event the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable in payment of such dividend or distribution or upon conversion or exercise of such Common Stock Equivalents shall be deemed to be issued and outstanding as of the Borrower determines in good faith that such Capital Shares are not being issued for consideration lower than the Current Market Price on the date time of such issuanceissuance or, for so long in the event such a record date shall have been fixed, as of the obligations under the Note are outstanding, if the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Shares at a purchase price on the date close of issuance thereof that is lower than the Conversion Price, (B) warrants or options with an exercise price on the date of issuance thereof that is lower than the Conversion Price for the Holder business on such record date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date of issuance or conversion, as applicable, of . In each such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determinedevent, the Conversion Price shall be reduced by proportionately decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date. (c) If at any time after the first date on which a share of Series A Preferred Stock is first issued ("Series A Original Issue Date"), Series B Preferred Stock is first issued ("Series B Original Issue Date"), or Series C Preferred Stock is first issued ("Series C Original Issue Date"), the Corporation shall issue or sell Equity Securities, as defined in subsection (A) below, at a consideration per share (the "Lower Price") less than the Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred Stock Conversion Price, as applicable, in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale, the Conversion Price of each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, as applicable, shall be adjusted to a price (calculated to the nearest cent) determined by: (i) an amount equal to the amount sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by which the purchase pricethen existing Series A Preferred Stock, exercise price Series B Preferred Stock, or exchange price, as applicable, is lower than the Series C Preferred Stock Conversion Price or Current Market Price, as applicable, (y) the number of shares of Common Stock issuable upon conversion or exchange of any obligations or of any shares of stock of the Corporation outstanding immediately prior to such issue or sale multiplied by a fraction the denominator of which is then existing Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred Stock Conversion Price, as applicable, and (z) an amount equal to the outstanding principal aggregate "consideration actually received" by the Corporation upon such issue or sale, divided by (ii) an amount of this Note at the time of the adjustment and the numerator of which is equal to the sum of the number of shares of Common Stock outstanding immediately after such issue or sale and the number of shares of Common Stock issuable upon conversion or exchange of any obligations or of any shares of stock of the Corporation outstanding immediately prior to such issue or sale and the additional shares of Common Stock issued and/or issuable upon conversion or exchange of the Equity Securities issued in such issuance or sale. For purposes hereof the following provisions shall be applicable: (A) The term "Equity Securities" shall mean any shares of Common Stock, or any other security of the aggregate number Corporation convertible into or exchangeable for Common Stock, except for (1) up to 9,014,309 shares of Common Stock issued or issuable, after the Series A Original Issue Date, to officers, directors, full time employees or consultants of the Corporation pursuant to stock grant, stock purchase and/or stock option plans or any other stock incentive program, agreement or arrangement approved by the Board of Directors, (i2) securities issued pursuant to the acquisition of all or part of another company by the Corporation by merger or other reorganization, or by the purchase of all or part of the assets of another company, pursuant to a plan, agreement or arrangement approved by the Board of Directors, (3) shares issued pursuant to subsection 4(a) or 4(b) of this Article III, (4) Common SharesStock and/or Preferred Stock issuable upon exercise, conversion or exchange of warrants to purchase Common Stock or Preferred Stock issued in connection with a bank line or equipment financing approved by the case Board of (A) aboveDirectors, (ii5) shares of Common Shares into which Stock and/or Preferred Stock reissued by the warrants or options are exchangeable into, in the case Corporation following repurchase of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment shares pursuant to this Section 8any restricted stock purchase agreement, and (6) shares of Common Stock issued upon conversion of the Preferred Stock.

Adjustments to Conversion Price. Except with respect The Conversion Price shall be subject to issuances adjustment from time to time as follows: (i) In the event the Corporation should, at any time or from time to time after the date upon which any shares of Capital Shares in connection with an acquisition Series C Preferred Stock were first issued (the “Purchase Date”), fix a record date for the effectuation of a split or merger where the Board of Directors subdivision of the Borrower determines outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in good faith that additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (“Common Stock Equivalents”) without payment of any consideration by such Capital Shares are not being issued holder for consideration lower than the Current Market Price on additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such issuancedividend distribution, for so long as the obligations under the Note are outstanding, split or subdivision if the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Shares at a purchase price on the no record date of issuance thereof that is lower than the Conversion Price, (B) warrants or options with an exercise price on the date of issuance thereof that is lower than the Conversion Price for the Holder on such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determinedfixed), the Conversion Price shall be reduced appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents. (ii) If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by an amount equal to a combination of the amount by which outstanding shares of Common Stock, then, following the purchase pricerecord date of such combination, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction shall be appropriately increased so that the denominator of which is the outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) shares of Common Shares, Stock issuable on conversion of each share of such series shall be decreased in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, proportion to such decrease in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 8outstanding shares.

Adjustments to Conversion Price. Except with respect The Conversion Price and the number of shares of Common Stock issuable upon conversion of this Note shall be adjusted from time to issuances time as follows: (i) If, at any time, the Company shall subdivide the outstanding shares of Capital Shares Common Stock into a greater number of shares, the Conversion Price in connection with an acquisition or merger where effect immediately prior to such subdivision shall be proportionately reduced. If, at any time, the Board outstanding shares of Directors Common Stock shall be combined into a smaller number of shares, the Borrower determines Conversion Price in good faith that effect immediately prior to such Capital Shares are not being issued for consideration lower than the Current Market Price combination shall be proportionately increased. Such adjustment shall be effective on the date on which such corporate action shall become effective. (ii) If, at any time, the Company shall pay a dividend or make a distribution on any class or series of such issuance, for so long as capital stock of the obligations under the Note are outstanding, if the Borrower issues and sells pursuant to an exemption from registration under the Securities Act Company in (A) shares of Common Shares at a purchase price on the date of issuance thereof that is lower than the Conversion PriceStock, (B) warrants rights to subscribe for, or any rights or options with an exercise price on the date of issuance thereof that is lower than the Conversion Price to purchase, Common Stock or any other securities convertible into or exchangeable for the Holder on such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements of the Borrower, Common Stock or (C) convertible, securities convertible into or exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreementsCommon Stock, then on any date on which the Conversion Price in effect immediately prior to such event, or, if determined, the record date therefor, shall be determinedreduced by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock theretofore outstanding and the denominator of which shall be the sum of (x) the number of shares of Common Stock theretofore outstanding and (y) the total number of shares of Common Stock issued or issuable in connection with such dividend or distribution. Such adjustment shall become effective as of the earlier of the record date or effective date for such dividend or distribution. Maker:_______ 2 (iii) If the Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 4(d)(i), a stock dividend provided for in Section 4(d)(ii) or a consolidation, merger or sale of assets provided for in Section 4(d)(iv) hereof), then, in each such event, the Holder of this Note shall have the right thereafter to convert such share into the kind and amount of shares of stock or other securities or property receivable by holders of Common Stock upon such reorganization, reclassification or other change on the basis of the number of shares of Common Stock into which this Note would have been converted immediately prior to such reorganization, reclassification or change. Such adjustment shall be made successively whenever any such event shall occur as described herein. (iv) In the event of any consolidation or merger of the Company or the sale of all or substantially all of the assets of the Company, then, and in such event, this Note shall thereafter be convertible into the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon conversion of this Note would have been entitled immediately prior to such consolidation, merger or sale. In such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth in this Section 4(d) with respect to the rights thereafter of the Holder of this Note so that the provisions set forth in this Section 4(d) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the conversion of this Note. Such adjustment shall be made successively whenever any such event shall occur as described herein. (v) If, at any time, the Company shall pay or make any dividends or other distributions (including, without limitation, any evidences of indebtedness, shares of capital stock of any class or series or other securities or assets) on the Common Stock, other than dividends or distributions referred to in Section 4(d)(ii), then, and in each such case, the Conversion Price in effect immediately prior to such event, or if determined, the record date therefor, shall be reduced by an amount equal to adjusted so that the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the outstanding principal amount Holder of this Note at surrendered for conversion shall be entitled to receive such dividends or other distributions which such Holder would have owned or have been entitled to receive after the time occurrence of any of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal -mentioned events if this Note had been surrendered for conversion immediately prior to the applicable discount triggering happening of such event or, if determined, the record date therefor. Such adjustment pursuant to this Section 8shall become effective as of the earlier of the record date or effective date of the event.

Adjustments to Conversion Price. Except with respect (a) In the event the Company should at any time or from time to issuances time after the date of Capital Shares in connection with an acquisition issuance hereof fix a record date for the effectuation of a split or merger where the Board of Directors subdivision of the Borrower determines outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in good faith that additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such Capital Shares are not being issued holder for consideration lower than the Current Market Price on additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such issuancedividend distribution, for split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so long as that the obligations under the number of shares of Common Stock issuable upon conversion of this Note are outstandingshall be increased in proportion to such increase of outstanding shares. Additionally, if the Borrower Company sells any shares (or issues and sells pursuant to an exemption from registration under securities with conversion rights) within the Securities Act next 18 months at prices below a $0.35/share conversion price, the Holder’s conversion price then is fixed at the same price as the conversion price of the subsequent offerings. (Ab) If the number of shares of Common Shares Stock outstanding at a purchase price on any time after the date hereof is decreased by a combination of issuance thereof that is lower than the Conversion Priceoutstanding shares of Common Stock, (B) warrants or options with an exercise price on then, following the record date of issuance thereof that is lower than such combination, the Conversion Price for this Note shall be appropriately increased so that the Holder number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently decrease in effect, employee stock option agreements or stock incentive agreements outstanding shares. (c) Upon the occurrence of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date each adjustment of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determined, the Conversion Price shall be reduced by an amount equal to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 8, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based.

Adjustments to Conversion Price. Except with respect (a) In the event the Company should at any time or from time to issuances time after the date of Capital Shares in connection with an acquisition issuance hereof fix a record date for the effectuation of a split or merger where the Board of Directors subdivision of the Borrower determines outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in good faith that additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such Capital Shares are not being issued holder for consideration lower than the Current Market Price on additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such issuancedividend distribution, for split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so long as that the obligations under number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares. (b) If the Note are outstanding, if the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (A) number of shares of Common Shares Stock outstanding at a purchase price on any time after the date hereof is decreased by a combination of issuance thereof that is lower than the Conversion Priceoutstanding shares of Common Stock, (B) warrants or options with an exercise price on then, following the record date of issuance thereof that is lower than such combination, the Conversion Price for this Note shall be appropriately increased so that the Holder number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently decrease in effect, employee stock option agreements or stock incentive agreements outstanding shares. (c) Upon the occurrence of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date each adjustment of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determined, the Conversion Price shall be reduced by an amount equal to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 8, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based and a copy of its audited financial statements for such fiscal year.

Adjustments to Conversion Price. Except with respect (a) In the event the Company should at any time or from time to issuances time after the date of Capital Shares in connection with an acquisition issuance hereof fix a record date for the effectuation of a split or merger where the Board of Directors subdivision of the Borrower determines outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in good faith that additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such Capital Shares are not being issued holder for consideration lower than the Current Market Price on additional shares of Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such issuancedividend distribution, for split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so long as that the obligations under number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares. (b) If the Note are outstanding, if the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (A) number of shares of Common Shares Stock outstanding at a purchase price on any time after the date hereof is decreased by a combination of issuance thereof that is lower than the Conversion Priceoutstanding shares of Common Stock, (B) warrants or options with an exercise price on then, following the record date of issuance thereof that is lower than such combination, the Conversion Price for this Note shall be appropriately increased so that the Holder number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently decrease in effect, employee stock option agreements or stock incentive agreements outstanding shares. (c) Upon the occurrence of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date each adjustment of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determined, the Conversion Price shall be reduced by an amount equal to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 86 the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based. In the case of an adjustment pursuant to Section 10(c), the Company shall furnish to Holder a copy of its audited financial statements for such fiscal year.

Adjustments to Conversion Price. Except with respect to issuances of Capital Shares in connection with an acquisition or merger where the Board of Directors The Conversion Price of the Borrower determines Series A Preferred Stock shall be subject to adjustment from time to time as follows: (i) In the event the Corporation should, at any time or from time to time after the date upon which any shares of Series A Preferred Stock were first issued (the “Purchase Date”), fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in good faith that additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such Capital Shares are not being issued holder for consideration lower than the Current Market Price on additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such issuancedividend distribution, for split or subdivision if no record date is fixed), the Conversion Price of the Series A Preferred Stock shall be appropriately decreased so long as that the obligations under number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the Note are outstandingaggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents. (ii) If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by a combination of the outstanding shares of Common Stock, if then, following the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Shares at a purchase price on the record date of issuance thereof that is lower than the Conversion Pricesuch combination, (B) warrants or options with an exercise price on the date of issuance thereof that is lower than the Conversion Price for the Holder Series A Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements conversion of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date of issuance or conversion, as applicable, each share of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price series shall be determined, the Conversion Price shall be reduced by an amount equal decreased in proportion to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the such decrease in outstanding principal amount of this Note at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of (i) Common Shares, in the case of (A) above, (ii) Common Shares into which the warrants or options are exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Section 8shares.