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

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

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l3(e)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l3(e)(ii)(l) or 8(f)(23(e)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l3(e)(ii)(l) or 8(f)(23(e)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f3(e) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f3(e) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l) hereofabove, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l) or 8(f)(2)above, or the rate at which Convertible Securities referred to in subsections 8(f)(l) or 8(f)(2) above are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f) Section 6 or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) Section 6 (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

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

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l11(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l11(d)(ii)(l) or 8(f)(211(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l11(d)(ii)(l) or 8(f)(211(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f11(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f11(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Conversion Price then in effect hereunder shall forthwith be changed to the Warrant Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon any change in any of (A) the happening total amount received or receivable by the Corporation as consideration for the granting or sale of any of the following events, namely, if the purchase price provided for in any Option Options or Convertible Securities referred to in subsection 8(f)(lSection 9(c)(1) hereofor Section 9(c)(2), (B) the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of any Options or upon the issuance, conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lSection 9(d)(1) or 8(f)(2Section 9(c)(2), or (C) the rate at which Convertible Securities referred to in subsections 8(f)(lSection 9(c)(1) or 8(f)(2Section 9(c)(2) are convertible into or exchangeable for Common Stock, or (D) the maximum number of shares of Common Stock shall change at issuable in connection with any time Options referred to in Section 9(c)(1) or any Convertible Securities referred to in Section 9(c)(2) (includingin each case, but not limited to, changes under or by reason of provisions designed to protect against dilutionother than in connection with an Excluded Issuance), then (whether or not the Warrant original issuance or sale of such Options or Convertible Securities resulted in an adjustment to the Conversion Price pursuant to this Section 9) the Conversion Price in effect at the time of such event change shall forthwith be readjusted adjusted or readjusted, as applicable, to the Warrant Conversion Price which would have been in effect at such time pursuant to the provisions of this Section 9 had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment or readjustment the termination of any Option for which any adjustment was made pursuant to this subsection 8(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company), the Warrant Conversion Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issuedis reduced.

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

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l9(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l9(f)(l) or 8(f)(29(f)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l9(f)(l) or 8(f)(29(f)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Price in effect at the time of such event shall forthwith be readjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f9(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f9(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(lSection 3(b)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lSections 3(b)(l) or 8(f)(23(b)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(lSections 3(b)(l) or 8(f)(23(b)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(fSection 3(b) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(fSection 3(b) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l) hereof3(e)(ii)(l), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l3(e)(ii)(l) or 8(f)(23(e)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l3(e)(ii)(l) or 8(f)(23(e)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f3(e) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f3(e) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l4.6(c)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l4.6(c)(i) or 8(f)(24.6(c)(ii), or the rate at which Convertible Securities referred to in subsections 8(f)(l4.6(c)(i) or 8(f)(24.6(c)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Per Share Purchase Price in effect at the time of such event shall forthwith be readjusted to the Warrant Per Share Purchase Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f4.6(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f4.6(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Per Share Purchase Price then in effect hereunder shall forthwith be changed to the Warrant Per Share Purchase Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l8(d)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l8(d)(l) or 8(f)(28(d)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l8(d)(l) or 8(f)(28(d)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Price in effect at the time of such event shall forthwith be readjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f8(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f8(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l4.7(c)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l4.7(c)(i) or 8(f)(24.7(c)(ii), or the rate at which Convertible Securities referred to in subsections 8(f)(l4.7(c)(i) or 8(f)(24.7(c)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Subsequent Issue Price in effect at the time of such event shall forthwith be readjusted to the Warrant Subsequent Issue Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f4.7(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f4.7(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Subsequent Issue Price then in effect hereunder shall forthwith be changed to the Warrant Subsequent Issue Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if (A) the purchase price provided for in any Option referred to in subsection 8(f)(lSection 3(g)(i) hereof, (B) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lSections 3(g)(i) or 8(f)(23(g)(ii), or (C) the rate at which Convertible Securities referred to in subsections 8(f)(lSections 3(g)(i) or 8(f)(23(g)(ii) are convertible into or exchangeable for Common Stock shall change increase or decrease at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Price in effect at the time of such event shall forthwith be readjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(fSection 3(g) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(fSection 3(g) (including including, without limitation limitation, upon the redemption or purchase for consideration of Convertible Securities by the Company), the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, Securities never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l11(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lSections 11(d)(ii)(l) or 8(f)(211(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(lSections 11(d)(ii)(l) or 8(f)(211(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(fSection 11(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(fSection 11(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Conversion Price then in effect hereunder shall forthwith be changed to the Warrant Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l8(e)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l) or 8(f)(2subsection 8(e)(l), or the rate at which Convertible Securities referred to in subsections 8(f)(l) or 8(f)(2subsection 8(e)(l) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Price in effect at the time of such event shall forthwith be readjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Warrant Price then in effect hereunder is thereby reduced. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f8(e) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company8(e), the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l8(g)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l8(g)(l) or 8(f)(28(g)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l8(g)(l) or 8(f)(28(g)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Price in effect at the time of such event shall forthwith be readjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f8(g) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f8(g) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company), the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l9(h)(ii)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l9(h)(ii)(1) or 8(f)(2)9(h)(ii)(2) above, or the rate at which Convertible Securities referred to in subsections 8(f)(l9(h)(ii)(1) or 8(f)(29(h)(ii)(2) above are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, excluding changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f9(h) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f9(h) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l9(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l9(d)(ii)(l) or 8(f)(29(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l9(d)(ii)(l) or 8(f)(29(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f9(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f9(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon If there shall occur a change in (A) the happening maximum number of shares of Common Stock issuable in connection with any of the following eventsOption referred to in Section A.7(a)(i) or any Convertible Securities referred to in Section A.7(a)(i) or (ii), namely, if (B) the purchase price provided for in any Option referred to in subsection 8(f)(lSection A.7(a)(i), (C) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lSection A.7(a)(i) or 8(f)(2), (ii) or (D) the rate at which Convertible Securities referred to in subsections 8(f)(lSection A.7(a)(i) or 8(f)(2(ii) are convertible into or exchangeable for Common Stock shall change at any time (includingin each case, but not limited to, changes under or by reason of provisions designed to protect against dilutionother than in connection with an event described in Section A.7(b)), then the Warrant applicable Conversion Price in effect at the time of such event shall forthwith be readjusted adjusted to the Warrant Conversion Price which for such series of Preferred Stock that would have been in effect at such time had such Options or Convertible Securities that are still outstanding provided for such changed maximum number of shares, purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Conversion Price then in effect for such series of Preferred Stock is thereby reduced; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 8(f) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company)Securities, the Warrant Conversion Price then in effect hereunder shall forthwith be changed increased to the Warrant Conversion Price which that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such terminationtermination (i.e., to the extent that fewer than the number of shares of Common Stock deemed to have been issued in connection with such Option or Convertible Securities were actually issued), never been issuedissued or been issued at such higher price, as the case may be.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l4(e)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l4(e)(l) or 8(f)(24(e)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l4(e)(l) or 8(f)(24(e)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Price in effect at the time of such event shall forthwith be readjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f4(e) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f4(e) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l9(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l9(c)(ii)(l) or 8(f)(29(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l9(c)(ii)(l) or 8(f)(29(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f9(c) (including including, without limitation limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

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

Change in Option Price or Conversion Rate. Upon the ----------------------------------------- happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l9(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l9(d)(ii)(l) or 8(f)(29(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l9(d)(ii)(l) or 8(f)(29(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f9(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f9(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l10(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l10(c)(ii)(l) or 8(f)(210(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l10(c)(ii)(l) or 8(f)(210(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f10(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f10(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening occurrence of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(lparagraph (5)(a) hereofof this Article V.D., the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lparagraphs (5)(a) or 8(f)(2)(5)(b) of this Article V.D., or the rate at which Convertible Securities referred to in subsections 8(f)(lparagraphs (5)(a) or 8(f)(2(5)(b) of this Article V.D. are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted adjusted to the Warrant Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration consideration, or conversion rate, as the case may be, at the time initially granted, issued issued, or sold. On , but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced; and on the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 8(f) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant securities referred to this subsection 8(f) in paragraphs (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company5)(a), (5)(b) or (5)(c) of this Article V.D., the Warrant Conversion Price then in effect hereunder shall forthwith be changed increased to the Warrant Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l) hereofsubparagraph 6D(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lsubparagraph 6D(1) or 8(f)(26D(2), or the rate at which Convertible Securities referred to in subsections 8(f)(lsubparagraph 6D(1) or 8(f)(26D(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Series A Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Series A Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Series A Conversion Price then in effect hereunder is thereby reduced; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 8(f) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company)Securities, the Warrant Series A Conversion Price then in effect hereunder shall forthwith be changed increased to the Warrant Series A Conversion Price which would have been in effect at the time of such termination had such Option Options, or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, namely if the purchase price provided for in any Option referred to in subsection 8(f)(l) hereof6(d)(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lsubsection 6(d)(1) or 8(f)(26(d)(2), or the rate at which any Convertible Securities referred to in subsections 8(f)(lsubsection 6(d)(1) or 8(f)(26(d)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes in each case other than under or by reason of provisions designed to protect against dilution), the Warrant Class A Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Class A Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 8(f) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption exercise, conversion, or purchase for consideration of Convertible Securities by the Companyexchange), the Warrant Class A Conversion Price then in effect hereunder shall forthwith be changed increased to the Warrant Class A Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l5(f)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l5(f)(l) or 8(f)(25(f)(2), other than the Series A Shares, or the rate at which Convertible Securities Securities, other than the Series A Shares, referred to in subsections 8(f)(l5(f)(l) or 8(f)(25(f)(2) are convertible into or exchangeable for Common Stock Shares shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f5(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f5(f) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the CompanyWorldHeart), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l) hereofsubparagraph 6D(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lsubparagraph 6D(1) or 8(f)(26D(2), or the rate at which Convertible Securities referred refereed to in subsections 8(f)(lsubparagraph 6D(1) or 8(f)(26D(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduce; and upon the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 8(f) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company)Securities, the Warrant Conversion Price then in effect hereunder shall forthwith be changed increased to the Warrant Conversion Price which would have been in effect at the time of such expiration or termination had of such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l6(c)(ii)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l6(c)(ii)(1) or 8(f)(26(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l6(c)(ii)(1) or 8(f)(26(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f6(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f6(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l6(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l6(c)(ii)(l) or 8(f)(26(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l6(c)(ii) (1) or 8(f)(26(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f6(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f6(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l12(c)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l12(c)(ii)(l) or 8(f)(212(c)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l12(c)(ii)(l) or 8(f)(212(c)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f12(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f12(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l9(c)(ii)(A) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l9(c)(ii)(A) or 8(f)(29(c)(ii)(B), or the rate at which Convertible Securities referred to in subsections 8(f)(l9(c)(ii)(A) or 8(f)(29(c)(ii)(B) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f9(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f9(c) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

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

Change in Option Price or Conversion Rate. Upon ----------------------------------------- the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l9(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l9(d)(ii)(l) or 8(f)(29(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l9(d)(ii)(l) or 8(f)(29(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f9(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f9(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l10(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l10(d)(ii)(l) or 8(f)(210(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l10(d)(ii)(l) or 8(f)(210(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f10(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f10(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Conversion Price then in effect hereunder shall forthwith be changed to the Warrant Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l12 (B)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l12 (B)(i) or 8(f)(212 (B)(ii), or the rate at which Convertible Securities referred to in subsections 8(f)(l12 (B)(i) or 8(f)(212 (B)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Price in effect at the time of such event shall forthwith be readjusted (upwards or downwards) to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f12 (B) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f12 (B) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if If: (i) the purchase price provided for in any Right or Option referred to in subsection 8(f)(l5E(l) hereof, ; (ii) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l5E(l) or 8(f)(25E(2), ; (iii) or the rate at which Convertible Securities referred to in subsections 8(f)(l5E(l) or 8(f)(25E(2) are convertible into or exchangeable for Common Stock shall change at any time (each, a “Readjustment Event”) (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Conversion Price which would have been in effect at such time had such Readjustment Event occurred at the time the Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time were initially granted, issued or sold. On Upon the termination of any Option for which any adjustment was made pursuant to this subsection 8(f5(E) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f5(E) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), and after five calendar days notice to the Warrant holder, the Conversion Price then in effect hereunder shall forthwith be changed to the Warrant Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l7(f)(1) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l7(f)(1) or 8(f)(27(f)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l7(f)(1) or 8(f)(27(f)(2) are convertible into or exchangeable for Common Stock Conversion Shares shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f7(f) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f7(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company), the Warrant Conversion Price then in effect hereunder shall forthwith be changed to the Warrant Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l4(v)(b)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l4(v)(b)(l) or 8(f)(24(v(b)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l4(v)(b)(l) or 8(f)(24(v)(b)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Exercise Price in effect at the time of such event shall forthwith be readjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f4(v) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f4(v) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Exercise Price then in effect hereunder shall forthwith be changed to the Warrant Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l) hereofsubparagraph 5D(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lsubparagraph 5D(1) or 8(f)(25D(2), or the rate at which Convertible Securities referred to in subsections 8(f)(lsubparagraph 5D(1) or 8(f)(25D(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Series A Conversion Price in effect at the time of such event shall forthwith be readjusted (in each case by an amount equal to not less than one cent ($.01)) to the Warrant Series A Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On ; and on the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 8(f) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company)Securities, the Warrant Series A Conversion Price then in effect hereunder shall forthwith be changed increased to the Warrant Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

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

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l) hereofsubparagraph 6D(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lsubparagraph 6D(1) or 8(f)(26D(2), or the rate at which Convertible Securities referred to in subsections 8(f)(lsubparagraph 6D(1) or 8(f)(26D(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Applicable Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Applicable Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On , but only if as a result of such adjustment the Applicable Conversion Price then in effect hereunder is thereby reduced; and on the termination of any such Option for which any adjustment was made pursuant to this subsection 8(f) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company)Securities, the Warrant Applicable Conversion Price then in effect hereunder shall forthwith be changed increased to the Warrant Applicable Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.effect

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l) hereofparagraph 12A(1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lparagraphs 12A(1) or 8(f)(212A(2), or the rate at which Convertible Securities referred to in subsections 8(f)(lparagraphs 12A(1) or 8(f)(212A(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Purchase Price in effect at the time of such event shall forthwith be readjusted to the Warrant Purchase Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On ; and on the expiration of any such Option or the termination of any Option for which any adjustment was made pursuant to this subsection 8(f) or any such right to convert or exchange such Convertible Securities for which any adjustment was made pursuant to this subsection 8(f) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company)Securities, the Warrant Purchase Price then in effect hereunder shall forthwith be changed increased to the Warrant Purchase Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(lSection 3(h)(i) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(lSections 3(h)(i) or 8(f)(23(h)(ii), or the rate at which Convertible Securities referred to in subsections 8(f)(lSections 3(h)(i) or 8(f)(23(h)(ii) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Price in effect at the time of such event shall forthwith be readjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(fSection 3(h) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(fSection 3(h) (including without limitation upon the redemption or purchase for consideration of Convertible Securities by the Company), the Warrant Price then in effect hereunder shall forthwith be changed to the Warrant Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Conversion Rate. Upon ----------------------------------------- the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in subsection 8(f)(l11(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8(f)(l11(d)(ii)(l) or 8(f)(211(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 8(f)(l11(d)(ii)(l) or 8(f)(211(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Warrant Conversion Price in effect at the time of such event shall forthwith be readjusted to the Warrant Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 8(f11(d) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this subsection 8(f11(d) (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Warrant Conversion Price then in effect hereunder shall forthwith be changed to the Warrant Conversion Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

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

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