Common use of Certain Distributions Clause in Contracts

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise of this Warrant, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or --------------------- from time to time, prior to exercise of this Warrant, time distribute to all holders of shares of the its Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuerPerson, securities of the Company or another issuer Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Warrant Share ---- Number shall be increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to such record date less the Fair Market Value of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed and (B) the Exercise Price then in effect immediately prior to such record date shall be adjusted decreased (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior on the record date referred to below (such decreased Exercise Price, the date of distribution (but such fraction shall not be greater than one"Adjusted Exercise Price"); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution; provided, -------- however, that no adjustment shall be made with respect to any distribution of ------- rights to purchase securities of the Company if the Warrantholder would otherwise be entitled to receive such rights upon exercise at any time of this Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or --------------------- from time to time, prior to exercise of this Warrant, time distribute to all holders of shares of the its Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuerPerson, securities of the Company or another issuer Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect Warrant Share Number ---- shall be adjusted (and any other appropriate actions shall be taken increased by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the Current Market Price of the one share of Common Stock immediately prior to the record date for the distribution of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the such cash, evidences of indebtedness, securities or securities, other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the one share of Common Stock immediately prior to such record date less the date Fair Market Value of distribution (but the portion of such fraction shall not be greater than one); providedcash, howeverevidences of indebtedness, that no adjustment shall be made with respect to any distribution of securities, other assets or rights or warrants so distributed divided by the number of shares of Common Stock outstanding immediately prior to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stockdistribution. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution; provided, -------- however, that no adjustment shall be made with respect to any distribution of ------- rights to purchase securities of the Company if the Warrantholder would otherwise be entitled to receive such rights upon exercise at any time of this Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distribution.

Certain Distributions. In case the Company shall If, at any time or from time to time, time after the issuance of this Warrant but prior to the exercise hereof, the Company fixes a record date for the making of this Warrant, distribute a distribution to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) of cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends (x) any dividend or other distribution payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 12(A) or Section 12(G) and (y) any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect Warrant Share Number shall be adjusted increased to a number (and any other appropriate actions shall be taken by calculated to the Companynearest 1/1,000th of a share) by multiplying equal to the Exercise Price in effect product of (a) the Warrant Share Number immediately prior to the record date for the distribution of such distribution cash, evidences of indebtedness, securities, other assets or rights or warrants multiplied by a fraction (xb) the numerator of which shall be quotient of: (i) the Current Market Price of the Common Stock immediately prior to the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the such cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one (or, if the Common Stock is not then so listed or traded, the first business day after the record date for such distribution); divided by (ii) the total (which total shall be greater than zero) of (x) the Current Market Price on the date specified in (i) above minus (y) the Fair Market Value per share of Common Stock and (y) the denominator of which shall be the Market Price such cash, evidences of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); providedindebtedness, however, that no adjustment shall be made with respect to any distribution of securities or other assets or rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stockwarrants. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a the date immediately following the close of business on the record date for the determination of stockholders of the Company entitled to receive such distribution. Notwithstanding the adjustment provided for in this paragraph (B), the amount of the adjustment to the Warrant Share Number otherwise required thereunder shall be reduced as to each Warrant in the event any withholding or deduction with respect to taxes would be required under applicable law (as reasonably determined by the Board of Directors, hereafter “Required Withholding”) for any outstanding Warrant (including Warrants held by other Warrantholders) in connection with such adjustment. The reduction for each Warrant shall be equal to the product of the Maximum Withholding Rate times the highest amount of the unreduced adjustment for any outstanding Warrant (including Warrants held by other Warrantholders) for which there would have been Required Withholding. The “Maximum Withholding Rate” shall be the highest Required Withholding rate applicable to any such Warrant with respect to the current adjustment, as reasonably determined by the Board of Directors. The dollar value of the reduction (based on the distribution to which the adjustment related) for the Required Withholding for each Warrant shall be remitted in cash to the appropriate taxing authority or authorities in accordance with applicable law.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made as a rights offering or in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the number of Warrant Shares issuable hereunder shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend6.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (i) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (x) the numerator of which shall be the Fair Market Price Value of the Common Stock immediately prior to the date of distribution less the then fair market value (in the case of distributions other than cash, as determined by a majority of the members of the Board of Directors in of the exercise of their fiduciary dutiesCompany) of the portion of the cash, evidences of indebtedness, securities or securities, other assets or rights so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Fair Market Price Value of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (ii) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (x) the numerator of which shall be the Fair Market Value of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (y) the denominator of which shall be the Fair Market Value of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (in the case of distributions other than cash, as determined by a majority of the Company if members of the holder Board of this Warrant would otherwise be entitled to receive Directors of the Company) of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise of this Warrant, time distribute to all holders of shares of the its Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuerPerson, securities of the Company or another issuer Person or other assets (including cash dividends but excluding distributions paid or made to holders of shares of Common Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Company and dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend7.1(a)) or rights or warrants to subscribe for or purchase of any of the foregoingforegoing (excluding distributions for which adjustment is made under Section 7.1(a)), then, and in each such case, the Exercise Price then in effect number of Warrant Shares to be delivered to the Warrantholder upon exercise of this Warrant shall be adjusted (and any other appropriate actions increased so that the Warrantholder thereafter shall be taken by entitled to receive the Company) number of Warrant Shares determined by multiplying the Exercise Price in effect number of Warrant Shares such Warrantholder would have been entitled to receive immediately before the record date for the distribution of such cash, evidences of indebtedness, securities or other assets, had the Warrantholder exercised the Warrant immediately prior thereto (determined as if the Company effected no further redemptions of Series B Preferred Stock and making all appropriate adjustments to the date of such distribution Schedule 1) by a fraction (x) fraction, the numerator of which shall be the Current Market Price of the Common Stock per Warrant Share immediately prior to such record date and the denominator of which shall be the Current Market Price per Warrant Share immediately prior to such record date of distribution less minus the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the such cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distributiondistributed.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of while this Warrant, distribute or any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to all the holders of shares of the its Common Stock (other than dividends, distributions or issuances referred to in Section 4(a), Section 4(b), Section 4(d), Section 4(e), or Section 4(k)) in (1) cash or other property; (2) any evidence of indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company a subsidiary), or another issuer (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase any evidences of indebtedness, any shares of its capital stock, or any other securities or property of any nature whatsoever (including securities of a subsidiary), then the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) reduced by multiplying the Exercise Warrant Price in effect immediately prior to the record date of for such distribution event by a fraction (xa) the numerator of which shall be the Fair Market Price Value per share of the Common Stock immediately prior to the on such record date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable amount allocated to one share of Common Stock of any such cash so distributed and the Fair Market Value of any evidences of indebtedness, shares of capital stock, other securities or property, or warrants or other subscriptions or purchase rights so distributed, and (yb) the denominator of which shall be the such Fair Market Price Value per share of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made successively whenever any such a record date is fixed; and in the event that such distribution is made and not so made, the Warrant Price shall become effective retroactively again be adjusted to a date immediately following be the close of business on the Warrant Price which would then be in effect if such record date for had not been fixed, but such subsequent adjustment shall not affect the determination number of stockholders entitled Warrant Shares issued upon any exercise of this Warrant prior to receive the date such distributionsubsequent adjustment was made.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantshares of Series E Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding cash dividends in which holders of shares of Series E Preferred Stock participate, in the manner provided in Section 3(b) of this Article V.C above; dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) of Article V.C; and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, then and in each such case, the Exercise Series E Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Series E Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series E Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series E Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantshares of Series F Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding cash dividends in which holders of shares of Series F Preferred Stock participate, in the manner provided in Section 3, dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(d) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series F Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series F Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall shall, at any time or from time to time, prior to exercise in full of this Warrant, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any securities of the foregoingCompany (excluding those distributions in respect of which an adjustment in the Exercise Price is made pursuant to another paragraph of this Section 5), then, and in each such case, : (a) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction fraction, (xi) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock stock, and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect upon such distribution pursuant to this Section 5.3(a) if an adjustment is made upon such distribution pursuant to Section 6; and (b) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the then-current number of Warrant Shares in effect immediately prior to the date of such distribution by a fraction, (i) the numerator of rights or warrants which shall be the Exercise Price in effect immediately prior to subscribe for or purchase securities immediately prior to the date of distribution, and (ii) the Company if denominator of which shall be the holder adjusted Exercise Price as determined pursuant to clause (a) of this Warrant would otherwise Section 5.3 (but such fraction shall not be entitled less than one); provided, however, that no adjustment shall be made upon such distribution pursuant to receive this Section 5.3(b) if an adjustment is made upon such rights or warrants upon exercise at any time of Warrants into Common Stockdistribution pursuant to Section 6. Such adjustment adjustments shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company (other than Common Stock) or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating DividendSECTION 5) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Warrant Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Price of the Common Stock as of the date of business on the Business Day immediately prior to the announcement of such distribution (or, if no such announcement is made, the record date for the determination of distribution the stockholders entitled to receive such distribution) less the then fair market value (as determined in good faith by the Board of Directors in the exercise of their fiduciary dutiesDirectors) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution determined pursuant to clause (x) above (but such fraction shall not be greater than one); providedPROVIDED, howeverHOWEVER, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant Holder would otherwise be entitled to receive such rights or warrants upon the exercise at any time of Warrants into Common Stockthis Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution).

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantthe Series D Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding dividends or distributions in which holders of shares of Series D Preferred Stock participate, in the manner provided in Section 3, and dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series D Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series D Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time so distributed applicable to one share of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of while this Warrant, distribute or any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to all the holders of shares of the its Common Stock (other than dividends, distributions or issuances referred to in Section 4(a), Section 4(b), Section 4(d), Section 4(e), or Section 4(j)) in the form of: (1) cash or other property; (2) any evidence of indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company a subsidiary), or another issuer (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase any evidences of indebtedness, any shares of its capital stock, or any other securities or property of any nature whatsoever (including securities of a subsidiary), then the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) reduced by multiplying the Exercise Warrant Price in effect immediately prior to the record date of for such distribution event by a fraction (xa) the numerator of which shall be the Fair Market Price Value per share of the Common Stock immediately prior to the on such record date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable amount allocated to one share of Common Stock of any such cash so distributed and the Fair Market Value, of any evidences of indebtedness, shares of capital stock, other securities or property, or warrants or other subscriptions or purchase rights so distributed, and (yb) the denominator of which shall be the such Fair Market Price Value per share of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made successively whenever any such a record date is fixed; and in the event that such distribution is made and not so made, the Warrant Price shall become effective retroactively again be adjusted to a date immediately following be the close of business on the Warrant Price which would then be in effect if such record date for had not been fixed, but such subsequent adjustment shall not affect the determination number of stockholders entitled Warrant Shares issued upon any exercise of this Warrant prior to receive the date such distributionsubsequent adjustment was made.

Certain Distributions. In case If the Company shall at any time or from time --------------------- to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in ---- effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the Fair Market Value of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantthe Series A Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding dividends or distributions in which holders of shares of Series A Preferred Stock participate, in the manner provided in Section 3, and dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series A Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series A Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend8.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (i) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (ii) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (x) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (y) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantthe Series C-1 Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding dividends or distributions in which holders of shares of Series C-1 Preferred Stock participate, in the manner provided in Section 3, and dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series C-1 Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series C-1 Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time Parent elects to: (A) issue to all or from time to time, prior to exercise of this Warrant, distribute to substantially all holders of shares of the Common Stock Shares rights, options or warrants (including any such distribution made other than in connection with a merger or consolidation in which rights plan prior to the Company is separation of the resulting or surviving Person and relevant rights from the Common Stock is not changed or exchanged) cashShares, evidences of indebtedness of the Company or another issuerupon which separation, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of such rights shall be deemed issued pursuant to this Section 2, any distribution in connection with 7.01(c)(i)) entitling such holders for a Permitted Issuance and any Liquidating Dividend) or rights or warrants period of not more than 45 calendar days after the Issue Date of such issuance to subscribe for or purchase of any Common Shares, at a price per Common Share less than the average of the foregoing, then, and in each Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date for such caseissuance; or (B) distribute to all or substantially all holders of the Common Shares, the Exercise Price then Parent’s assets, debt securities or rights to purchase securities of the Parent (other than in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately connection with a rights plan prior to the date separation of the relevant rights, upon which separation, such distribution by a fraction (x) the numerator of which rights shall be deemed issued pursuant to this Section 7.01(c)(i)), which distribution has a per Common Share value, as reasonably determined by the Market Parent in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock immediately Shares on the Trading Day preceding the declaration date for such distribution, then, in either case, the Issuer shall notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) not less than 45 Scheduled Trading Days prior to the date of Ex-Dividend Date for such issuance or distribution less the then fair market value (as determined by the Board of Directors or, if later in the exercise case of their fiduciary duties) any such separation of rights issued pursuant to a rights plan or the portion occurrence of any such triggering event under a rights plan, as soon as reasonably practicable after the cash, evidences of indebtedness, securities Issuer becomes aware that such separation or other assets so distributed triggering event has occurred or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than onewill occur); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder Issuer is then otherwise permitted to settle exchanges of this Warrant would otherwise be entitled Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for exchanges of Notes), then the Issuer may instead elect to receive provide such rights notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Issuer shall settle all exchanges of Notes with an Exchange Date occurring during the period on or warrants upon exercise after the date the Issuer provides such notice and before such Ex-Dividend Date (or, if earlier, the date on which the Issuer announces that such issuance or distribution will not take place) by Physical Settlement, and the Issuer shall describe the same in such notice. Once the Issuer gives such notice, Holders may surrender their Notes for exchange at any time until the earlier of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following (x) the close Close of business Business on the record date Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (y) the determination Parent’s announcement that such issuance or distribution will not take place; provided that Holders may not exchange their Notes pursuant to this subsection (c)(i) if they participate, at the same time and upon the same terms as holders of stockholders entitled the Common Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (c)(i) without having to receive exchange their Notes as if they held a number of Common Shares equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such distributionHolder.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by the product obtained by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined in good faith by a majority of the Unaffiliated Board of Directors in the exercise of their fiduciary dutiesMembers) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by the product obtained by multiplying by the Warrant Share number by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined in good faith by a majority of the Company if Unaffiliated Board Members) of the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall shall, at any time or from time to time, prior to exercise of this Warrantafter the date hereof, distribute to all the holders of shares of the any class of its Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the such Common Stock is not changed or exchanged) ), cash, evidences of indebtedness of the Company or another issuer, securities Equity Securities of the Company or securities of another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any Equity Securities of the foregoingCompany (excluding those distributions in respect of which an adjustment in the Number Issuable or Exercise Price is made pursuant to Sections 3.2 or 3.3, distributions in which the Holders of the Warrants are entitled to receive such distributions and any distribution in connection with an Excluded Transaction), then, and in each such case, (A) the Exercise Price payable upon exercise of each Warrant then in effect issued and outstanding or that is subsequently issued under Section 2.1 shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (which fraction shall not be greater than one) (x) the numerator of which shall be the Current Market Price Value per share of the such Common Stock immediately prior to the date of distribution less minus the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or securities, other assets so distributed or of such rights or warrants so distributed applicable to one share of such Common Stock Stock, and (y) the denominator of which shall be the Current Market Price Value per share of the such Common Stock immediately prior to the ex-dividend date of distribution, and (B) the Number Issuable shall be increased by multiplying the Number Issuable immediately prior to the date of such distribution by a fraction (but such which fraction shall not be greater less than one); provided, however, that no adjustment (x) the numerator of which shall be made with respect the Current Market Value per share of such Common Stock immediately prior to any the record date for such distribution and (ii) the denominator of which shall be the Current Market Value per share of such Common Stock immediately prior to such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed applicable to subscribe for or purchase securities one share of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the 1818 Common Stock Purchase Warrant Exercise Price then in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time so distributed applicable to one share of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantshares of Series D Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding cash dividends in which holders of shares of Series D Preferred Stock participate, in the manner provided in Section 3(c) of this Article V.B; dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) of Article V.B; and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Series D Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Series D Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of of’ Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series D Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series D Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case Upon the Company shall at conversion by any time or from time to time, prior to exercise holder of this Warrant, distribute to all holders Preferred Stock of shares of Preferred Stock into Common Stock pursuant to this Section 6, such holder shall have the right to receive, and shall be paid promptly thereafter (and in any event within two Business Days), any dividends or distributions as shall have been declared and paid or made by the Corporation on or with respect to the Common Stock (including any such distribution made in connection with as a merger or consolidation in class during the period commencing on the date on which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Preferred Stock for which adjustment is made under another paragraph being converted were issued and ending on the Conversion Date in such amounts as such holder would have received had such holder converted such shares of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Price of the Common Preferred Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date established for the determination holders of stockholders Common Stock entitled to receive such distributiondividends or distributions; provided, however, that the terms of this Section 6.8 shall not apply to ordinary cash dividends (specifically excluding any extraordinary dividends or distributions) declared during a fiscal quarter with respect to shares of Common Stock to the extent that such dividends resulted in the Common Equivalent Rate being in excess of the Accumulation Rate. Upon effecting any dividend or distribution in which a holder of shares of Preferred Stock shall be entitled to participate following conversion as contemplated by this Section 6.8, the Corporation shall place in escrow on customary business terms at the Corporation's expense, for the benefit of the holders of the Preferred Stock, the property to which such holders shall be entitled upon conversion as contemplated by this Section 6.8, and such property shall be maintained in escrow at the Corporation's expense until such time as the related shares of Preferred Stock have been converted or redeemed; provided, however, that the Corporation may, at its expense, substitute another arrangement for such escrow arrangement to the extent advisable based upon of consultation with the Corporation's outside counsel in connection with any tax treatment desired to be achieved in connection with any distribution of property by the Corporation, provided, that such other arrangement does not adversely affect the rights of the holders of Preferred Stock to receive any property upon conversion as compared to the escrow arrangement described above.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantshares of Series D Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, Table of Contents evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding cash dividends in which holders of shares of Series D Preferred Stock participate, in the manner provided in Section 3(c) of this Article V.B; dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) of Article V.B; and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Series D Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Series D Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of of’ Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series D Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series D Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of while this Warrant, distribute or any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to all the holders of shares of the its Common Stock (other than dividends, distributions or issuances referred to in Section 4(a), Section 4(b), Section 4(d), Section 4(e), or Section 4(k)) in the form of: (1) cash or other property; (2) any evidence of indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company a subsidiary), or another issuer (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase any evidences of indebtedness, any shares of its capital stock, or any other securities or property of any nature whatsoever (including securities of a subsidiary), then the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) reduced by multiplying the Exercise Warrant Price in effect immediately prior to the record date of for such distribution event by a fraction (xa) the numerator of which shall be the Fair Market Price Value per share of the Common Stock immediately prior to the on such record date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable amount allocated to one share of Common Stock of any such cash so distributed and the Fair Market Value of any evidences of indebtedness, shares of capital stock, other securities or property, or warrants or other subscriptions or purchase rights so distributed, and (yb) the denominator of which shall be the such Fair Market Price Value per share of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made successively whenever any such a record date is fixed; and in the event that such distribution is made and not so made, the Warrant Price shall become effective retroactively again be adjusted to a date immediately following be the close of business on the Warrant Price which would then be in effect if such record date for had not been fixed, but such subsequent adjustment shall not affect the determination number of stockholders entitled Warrant Shares issued upon any exercise of this Warrant prior to receive the date such distributionsubsequent adjustment was made.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time so distributed applicable to one share of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In Notwithstanding that no shares of Series F Preferred Stock may be outstanding, in case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Series F Preferred Stock or all holders of shares of Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Series F Preferred Stock and shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Series F Preferred Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Series F Preferred Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Series F Preferred Stock and (yii) the denominator of which shall be the Current Market Price of the Common Series F Preferred Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Series F Preferred Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Series F Preferred Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise of time while this Warrant, Warrant is outstanding distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Company, any subsidiary or another issuer, securities of the Company (including Convertible Securities), any subsidiary or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 3 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Exempted Issuance) or rights or warrants Options to subscribe for or purchase of any of the foregoing, then, and in each such case, the Warrant Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Warrant Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary dutiesduties with the concurrence of the holders of at least a majority of the Warrants then outstanding) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants Options to subscribe applicable to one share of Common Stock and (y) the denominator of which shall be the Market Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case Subject to the proviso set forth below, if at any time the Company grants, issues or sells options, convertible securities, or rights to purchase Capital Stock, warrants or other securities pro rata to the record holders of any Common Stock (the "DISTRIBUTION RIGHTS") or, without duplication, makes any dividend or otherwise makes any distribution, including, subject to applicable law, pursuant to any plan of liquidation ("DISTRIBUTION") on Common Stock (whether in cash, property, evidences of indebtedness or otherwise), then the Company shall at any time grant, issue, sell or from time make to timeeach registered holder of Warrants then outstanding, prior to the aggregate Distribution Rights or Distribution, as the case may be, which such holder would have acquired if such holder had held the maximum number of Shares acquirable upon complete exercise of this Warrantsuch holder's Warrants (without giving effect to the Cashless Exercise option) immediately before the record date for the grant, distribute to all issuance or sale of such Distribution Rights or Distribution, as the case may be, or, if there is no such record date, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Distribution Rights or Distribution, as the case may be; PROVIDED that the Company shall not have to grant, issue, sell or make any Distribution Rights or Distribution in respect of any Warrants until such time as the applicable Warrant is released pursuant to the Warrant Escrow Agreement. The Company covenants not to (x) cause or suffer to exist any restriction or become effective any agreement that would not allow the Company to grant, issue, sell or make Distribution Rights or Distributions with respect to the Warrants or the Shares from and after the release of the Warrants pursuant to the Warrant Escrow Agreement, other than any such restriction or agreement affecting all shares of the Common Stock equally, or (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchangedy) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by do anything that would frustrate the Company) by multiplying the Exercise Price in effect immediately prior 's ability to grant, issue, sell or make Distribution Rights or Distributions with respect to the date of such distribution by a fraction (x) Warrants or the numerator of which shall be the Market Price Shares equally with other shares of the Common Stock immediately prior from and after the release of the Warrants pursuant to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distributionEscrow Agreement.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made as a rights offering or in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the number of Warrant Shares issuable hereunder shall be made with respect to any increased by being multiplied by a fraction (i) the numerator of which shall be the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.. 39

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such 1818 Clawback Warrant distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, after the Closing Date but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the Fair Market Value of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise after the issuance of this Warrant, but prior to the exercise hereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(a) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) multiplying by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the Market Price fair market value of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Market Price fair market value of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the fair market value of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the fair market value of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall shall, at any time or from time to time, time after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any --------------------- time or from time to time, prior to exercise of this Warrant, time distribute to all holders of shares of the Common its Voting Stock or Non-Voting Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuerPerson, securities of the Company or another issuer Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and ---- in each such case, (A) the Warrant Share Number shall be increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to such record date less the Fair Market Value of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed and (B) the Exercise Price then in effect immediately prior to such record date shall be adjusted decreased (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior on the record date referred to below (such decreased Exercise Price, the date of distribution (but such fraction shall not be greater than one"Adjusted Exercise Price"); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time Guarantor elects to: (A) issue to all or from time to time, prior to exercise of this Warrant, distribute to substantially all holders of shares of the Common Stock (including any such distribution made in connection with a merger Ordinary Shares or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cashADS rights, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights options or warrants entitling such holders for a period of not more than 45 calendar days after the Issue Date of such issuance to subscribe for or purchase of any Ordinary Shares, at a price per Ordinary Share less than the average of the foregoingLast Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares represented by one ADS on each such Trading Day), thenor to subscribe for or purchase the ADSs, and at a price per ADS less than the average of the Last Reported Sale Prices of the ADSs, in each such case, over the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by 10 consecutive Trading Day period ending on the Company) by multiplying the Exercise Price in effect Trading Day immediately prior to preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Ordinary Shares or ADSs, the Guarantor’s assets, debt securities or rights to purchase securities of the Guarantor, which distribution has a per Ordinary Share value, as reasonably determined by a fraction (x) the numerator Guarantor’s Board of which shall be Directors, exceeding 10% of the Market Last Reported Sale Price of the Common Stock immediately prior to ADSs (divided by the date number of distribution less the then fair market value (Ordinary Shares represented by one ADS on such Trading Day), or a per ADS value, as reasonably determined by the Board of Directors in the exercise of their fiduciary duties) Directors, exceeding 10% of the portion Last Reported Sale Price of the cashADSs, evidences in each case, on the Trading Day preceding the date of indebtednessannouncement for such distribution, securities then, in either case, the Issuer shall notify the Holders not less than 35 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or other assets so distributed or distribution. Once the Issuer gives such notice, Holders may surrender their Notes for exchange at any time until the earlier of such rights or warrants applicable to one share (x) the Close of Common Stock Business on the Business Day immediately preceding the Ex-Dividend Date and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of Guarantor’s announcement that such issuance or distribution (but such fraction shall will not be greater than one); providedtake place, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company even if the holder of this Warrant would Notes are not otherwise be entitled to receive exchangeable at such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distributiontime.

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise of this Warrant, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section SECTION 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); providedPROVIDED, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock or Common Stock Equivalents (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is or Common Stock Equivalents are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the Current Market Price of the one share of Class A Common Stock immediately prior to the date of distribution less the then fair market value (as determined in good faith by the Board of Directors in (provided, that the exercise Board of their fiduciary dutiesDirectors shall send a written notice to the Majority Warrantholders detailing the methodology of such determination, and, unless such determination has been approved by a Crestview Director, the Majority Warrantholders shall have the right to object to such determination within ten (10) Business Days of receipt of such notice) and if the Majority Warrantholders object, at the Company’s expense by an appraiser chosen by the Board of Directors and reasonably acceptable to the Majority Warrantholders) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock or Common Stock Equivalent and (yii) the denominator of which shall be the Current Market Price of the one share of Class A Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Class A Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Class A Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined in good faith by the Board of Directors (provided, that the Board of Directors shall send a written notice to the Majority Warrantholders detailing the methodology of such determination, and, unless such determination has been approved by a Crestview Director, the Majority Warrantholders shall have the right to object to such determination within ten (10) Business Days of receipt of such notice) and if the Majority Warrantholders object, at the Company’s expense by an appraiser chosen by the Board of Directors and reasonably acceptable to the Majority Warrantholders) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed or of such rights or warrants upon exercise at any time applicable to one share of Warrants into Common StockStock or Common Stock Equivalent. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of this Warrant, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in its shares of Common Stock notes or other evidence of indebtedness or assets (other than cash dividends not in excess of the Company's earnings for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividendthe immediately preceding fiscal year) or rights Options or warrants to subscribe for or purchase Convertible Securities, then in each case the number of any Shares of Common Stock thereafter obtainable upon the exercise of the foregoing, then, and in each such case, the Exercise Price then in effect Purchase Rights shall be adjusted (and any other appropriate actions shall be taken by the Company) determined by multiplying the Exercise number of Shares theretofore obtainable upon such exercise by a fraction, of which the numerator shall be the then current Market Price in effect immediately prior to per share of Common Stock on the date of such distribution by a fraction (x) the numerator distribution, and of which the denominator shall be the then current Market Price per share of the Common Stock immediately prior to the date of distribution Stock, less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) current Market Price of the portion of the cashassets, evidences of indebtedness, securities notes or other assets evidence of indebtedness so distributed or of such rights Options or warrants Convertible Securities applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made made, and shall become effective retroactively on the date of distribution retroactive to a date immediately following the close of business on the record date for the determination of stockholders shareholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of stock of a Subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in number of Shares of Common Stock acquirable upon the exercise of the Purchase Rights, the Registered Holder of this Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such Registered Subsidiary, or both, as the Company shall determine, the stock or other securities to which such Registered Holder would have been entitled if such Registered Holder had exercised the Purchase Rights immediately prior thereto.

Certain Distributions. In Except as provided above in Section 3(a), in case the Company shall at any time or from time to time, prior to exercise of time while this Warrant, Warrant is outstanding distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Company, any subsidiary or another issuer, securities of the Company (including Convertible Securities), any subsidiary or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 3 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Exempted Issuance) or rights or warrants Options to subscribe for or purchase of any of the foregoing, then, and in each such case, the Warrant Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Warrant Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary dutiesduties with the concurrence of the holders of at least a majority of the Warrants then outstanding) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants Options to subscribe applicable to one share of Common Stock and (y) the denominator of which shall be the Market Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, after the Closing Date but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the Fair Market Value of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Obligor shall at any time or from time to time, time prior to exercise conversion of this Warrantall amounts outstanding under the Note, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Obligor is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Obligor or another issuerPerson, securities of the Company Obligor or another issuer Person or other assets (excluding dividends declared in the ordinary course of business and payable in cash, dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend4(e)) or rights or warrants to subscribe for or purchase of any securities of the foregoingObligor (excluding those distributions in respect of which an adjustment in the Conversion Price is made pursuant to another paragraph of this Section 4(e)), then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyObligor) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined in good faith by the Board of Directors in the exercise of their fiduciary dutiesDirectors) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stockdistribution. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.