Common use of Certain Distributions Clause in Contracts

Certain Distributions. In case the Company shall at any time or --------------------- from time to time distribute to all holders of shares 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 Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another Person, securities of the Company or another Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price"). 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 time, prior to exercise of this Warrant, distribute to all holders of shares of its 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 Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 5.12, 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, (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 decreased adjusted (and any other appropriate actions shall be taken by the CorporationCompany) by being multiplied multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such Current the Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to below (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 decreased Exercise Price, the "Adjusted Exercise Price")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 distribute to all holders of shares 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 Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another Person, securities of the Company or another Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase the foregoing, then, and in each such case, (A) the Warrant Share Number ---- 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) divided by the Exercise Price in effect number of shares of Common Stock outstanding immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")distribution. 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 time, after the issuance of this Warrant but prior to the full exercise of all Annual Allotments, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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 the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 distribute after the issuance of this Warrant but prior to the exercise hereof, the Company fixes a record date for the making of a distribution to all holders of shares 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 shares of Common Stock is are not changed or exchanged) of cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends (x) any dividend or other distribution payable in shares of Common Stock for which adjustment is made under Section 5.112(A) or Section 12(G) and (y) any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase any of the foregoing, then, and in each such case, the Warrant Share Number shall be increased to a number (Acalculated to the nearest 1/1,000th of a share) equal to the product of (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 multiplied by (iib) the denominator of which shall be quotient of: (i) the Current Market Price of one share of Common Stock immediately prior to such record the first 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of on which shall be such Current Market Price of the Common Stock less trades regular way on the then Fair Market Value principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution of the portion of the such cash, evidences of indebtedness, securities or other assets so distributed or of such subscription 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 (ii) the denominator of which shall be the Current Market Price such cash, evidences of the Common Stock on the record date referred to below (such decreased Exercise Priceindebtedness, the "Adjusted Exercise Price"). 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 ------- securities or other assets or 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 Warrantor warrants. 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 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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 Corporation shall at any time or --------------------- from time to time time, prior to conversion of shares of Series E Preferred Stock, distribute to all holders of shares of its 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 Personissuer, securities of the Company Corporation or another Person 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 5.17(c) of Article V.C; and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, then and in each such case, (A) the Warrant Share ---- Number Series E Conversion Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the Corporation) by being multiplied multiplying the Series E Conversion Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such the Current Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to below (any distribution of rights or warrants to subscribe for or purchase securities of the Corporation if the holder of shares of Series E Preferred Stock would otherwise be entitled to receive such decreased Exercise Price, the "Adjusted Exercise Price")rights or warrants upon conversion at any time of 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; 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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.16.1) or rights or warrants to subscribe for or purchase any of the foregoing, then, and in each such case, (Ai) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by being multiplied by a fraction (x) the numerator of which shall be the Fair Market Value of 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 of the Company) of the portion of the cash, evidences of indebtedness, 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 Value of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one) and (ii) the Warrant Share ---- Number shall be increased by being multiplied by a fraction (ix) the numerator of which shall be the Current Fair Market Price Value 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 (iiy) the denominator of which shall be the Current Fair Market Price Value of one share of Common Stock immediately prior to such record date less the Fair Market Value fair market value (in the case of distributions other than cash, as determined by a majority of the members of the Board of Directors of the Company) of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 If the Company shall at any time while this Warrant, or --------------------- from time any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to time distribute to all the holders of shares of 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 Person, securities of the Company a subsidiary), or another Person (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase the foregoingany evidences of indebtedness, thenany shares of its capital stock, and in each such caseor any other securities or property of any nature whatsoever (including securities of a subsidiary), (A) then the Warrant Share ---- Number Price shall be increased reduced by being multiplied multiplying the Warrant Price in effect immediately prior to the record date for such event by a fraction (ia) the numerator of which shall be the Current Fair Market Price Value per share of Common Stock on such record date less the amount allocated to one share of Common Stock immediately prior to of any such cash so distributed and the record date for the distribution Fair Market Value of such cash, any evidences of indebtedness, securitiesshares of capital stock, other assets securities or rights property, or warrants or other subscriptions or purchase rights so distributed, and (iib) the denominator of which shall be the Current such Fair Market Price of one Value per 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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 the determination of stockholders entitled to receive had not been fixed, but such distribution; provided, -------- however, that no subsequent adjustment shall be made with respect to not affect the number of Warrant Shares issued upon 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 Warrant prior to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distributionsubsequent adjustment was made.

Certain Distributions. In case the Company shall at any time or --------------------- from time to time time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares of its 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 Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) the number of Warrant Share ---- Number Shares issuable hereunder 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 Corporation shall at any time or --------------------- from time to time time, prior to conversion of shares of Series F Preferred Stock, distribute to all holders of shares of its 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 Personissuer, securities of the Company Corporation or another Person 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 5.17(d) and any distribution in connection with an Excluded Transaction) 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 Conversion Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the Corporation) by being multiplied multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such the Current Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to below (any distribution of rights or warrants to subscribe for or purchase securities of the Corporation if the holder of shares of Series F Preferred Stock would otherwise be entitled to receive such decreased Exercise Price, the "Adjusted Exercise Price")rights or warrants upon conversion at any time of 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; 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 If the Company shall shall, at any time or --------------------- from time to time time, prior to exercise in full of this Warrant, distribute to all holders of shares of its 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 Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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, : (Aa) the Warrant Share ---- Number Exercise Price then in effect shall be increased adjusted (and any other appropriate actions shall be taken by being multiplied the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction fraction, (i) the numerator of which shall be the Current Market Price of one share of the Common Stock immediately prior to the record date for the of 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then Fair Market Value 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 subscription rights or warrants applicable to one share of Common Stock stock, and (ii) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made upon such distribution pursuant to below 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 decreased 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 which shall be the Exercise PricePrice in effect immediately prior to immediately prior to the date of distribution, and (ii) the "Adjusted denominator of which shall be the adjusted Exercise Price"Price as determined pursuant to clause (a) of this Section 5.3 (but such fraction shall not be less than one); provided, however, that no adjustment shall be made upon such distribution pursuant to this Section 5.3(b) if an adjustment is made upon such distribution 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; 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 distribute to all holders of shares 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 Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another Person, securities of the Company or another 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 Section 5.17.1(a)) or rights or warrants to subscribe for or purchase the foregoingforegoing (excluding distributions for which adjustment is made under Section 7.1(a)), then, and in each such case, (A) the number of Warrant Share ---- Number Shares to be delivered to the Warrantholder upon exercise of this Warrant shall be increased by being multiplied by a fraction (i) so that the numerator of which Warrantholder thereafter shall be entitled to receive the Current Market Price number of one share Warrant Shares determined by multiplying the number of Common Stock Warrant Shares such Warrantholder would have been entitled to receive immediately prior to before the record date for the distribution of such cash, evidences of indebtedness, securitiessecurities or other assets, other assets or rights or warrants had the Warrantholder exercised the Warrant immediately prior thereto (determined as if the Company effected no further redemptions of Series B Preferred Stock and (iimaking all appropriate adjustments to Schedule 1) by a fraction, the numerator of which shall be the Current Market Price per Warrant Share immediately prior to such record date and the denominator of which shall be the Current Market Price of one share of Common Stock per Warrant Share immediately prior to such record date less minus the then 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price"). 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 distributiondistributed.

Certain Distributions. In case the Company shall at any time or --------------------- from time to time time, prior to exercise of this Warrant, distribute to all holders of shares of its 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 Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1another 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, (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 decreased adjusted (and any other appropriate actions shall be taken by the CorporationCompany) by being multiplied multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such Current the Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); PROVIDED, however, that no adjustment shall be made with respect to below (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 decreased Exercise Price, the "Adjusted Exercise Price")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 Corporation shall at any time or --------------------- from time to time time, prior to conversion of shares of Series D Preferred Stock, distribute to all holders of shares of its 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 Personissuer, securities of the Company Corporation or another Person 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 5.17(c) of Article V.B; and any distribution in connection with an Excluded Transaction) 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 Series D Conversion Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the Corporation) by being multiplied multiplying the Series D Conversion Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such the Current Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of of’ Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to below (any distribution of rights or warrants to subscribe for or purchase securities of the Corporation if the holder of shares of Series D Preferred Stock would otherwise be entitled to receive such decreased Exercise Price, the "Adjusted Exercise Price")rights or warrants upon conversion at any time of 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; 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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.18.1) or rights or warrants to subscribe for or purchase any of the foregoing, then, and in each such case, (Ai) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (x) the numerator of which shall be the Current Market Price of 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) and (ii) the Warrant Share ---- Number shall be increased by being multiplied by a fraction (ix) 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 (iiy) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 Corporation shall at any time or --------------------- from time to time time, prior to conversion of the Series A Preferred Stock, distribute to all holders of shares of its 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 Personissuer, securities of the Company Corporation or another Person 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 5.17(c) and any distribution in connection with an Excluded Transaction) 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 Conversion Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the Corporation) by being multiplied multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such the Current Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to below (any distribution of rights or warrants to subscribe for or purchase securities of the Corporation if the holder of shares of Series A Preferred Stock would otherwise be entitled to receive such decreased Exercise Price, the "Adjusted Exercise Price")rights or warrants upon conversion at any time of 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; 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 If the Company shall at any time or --------------------- from time --------------------- to time time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of Common Stock immediately prior to the date of distribution less the then 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 (ii) 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) and (B) 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares of its 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 Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) the number of Warrant Share ---- Number Shares issuable hereunder 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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.39

Certain Distributions. In case the Company shall at any time or --------------------- from time to time time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares of its 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 Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 Obligor shall at any time or --------------------- from time to time prior to conversion of all amounts outstanding under the Note, distribute to all holders of shares of its 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 Person, securities of the Company Obligor or another 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 5.14(e)) or rights or warrants to subscribe for or purchase 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, (A) the Warrant Share ---- Number Conversion Price then in effect shall be increased adjusted (and any other appropriate actions shall be taken by being multiplied the Obligor) by multiplying the Conversion Price in effect immediately prior to the date of distribution by a fraction (ix) the numerator of which shall be the Current Market Price of one share of the Common Stock immediately prior to the record date for the of 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then Fair Market Value fair market value (as determined in good faith by the Board of Directors) 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 (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")of distribution. 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 If the Company shall at any time or --------------------- from time to time time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company (other than Common Stock) or another Person issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1another paragraph of this SECTION 5) 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 Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the CorporationCompany) by being multiplied multiplying the Warrant Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such Current 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 the stockholders entitled to receive such distribution) less the then Fair Market Value fair market value (as determined in good faith by the Board of Directors) 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 (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred determined pursuant to below clause (x) above (but such decreased Exercise Pricefraction shall not be greater than one); PROVIDED, the "Adjusted Exercise Price"). 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, -------- 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 Warrantholder Holder would otherwise be entitled to receive such rights or warrants upon the 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 stockholders entitled to receive such distribution).

Certain Distributions. In case the Company shall at any time or --------------------- from time to time time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase any of the foregoing, then, and in each such case, (A) the Exercise Price in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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 If the Company shall shall, at any time or --------------------- from time to time after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 Corporation shall at any time or --------------------- from time to time time, prior to conversion of the Series D Preferred Stock, distribute to all holders of shares of its 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 Personissuer, securities of the Company Corporation or another Person 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 5.17(c) and any distribution in connection with an Excluded Transaction) 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 Conversion Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the Corporation) by being multiplied multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such the Current Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to below (any distribution of rights or warrants to subscribe for or purchase securities of the Corporation if the holder of shares of Series D Preferred Stock would otherwise be entitled to receive such decreased Exercise Price, the "Adjusted Exercise Price")rights or warrants upon conversion at any time of 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; 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 Upon the Company shall at conversion by any time or --------------------- from time to time distribute to all holders holder of Preferred Stock of shares of its Preferred Stock into Common Stock pursuant to this Section 6, such holder shall have the right to receive, and shall be paid promptly thereafter (including and in any such distribution event within two Business Days), any dividends or distributions as shall have been declared and paid or made in connection by the Corporation on or with a merger or consolidation in which the Company is the resulting or surviving Person and respect to the Common Stock is not changed or exchanged) cash, evidences of indebtedness of as a class during the Company or another Person, securities of period commencing on the Company or another Person or other assets (excluding dividends payable in date on which the shares of Common Preferred Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase being converted were issued and ending on the foregoing, then, and Conversion Date in each such case, (A) the Warrant Share ---- Number shall be increased by being multiplied by a fraction (i) the numerator amounts as such holder would have received had such holder converted such shares of which shall be the Current Market Price of one share of Common Preferred 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price"). 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 no adjustment the terms of this Section 6.8 shall be made 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 to purchase securities of the Company if the Warrantholder would otherwise be entitled holders of Preferred Stock to receive such rights any property upon exercise at any time of this Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively conversion as compared to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distributionescrow arrangement described above.

Certain Distributions. In case the Company shall at any time or --------------------- from time to time time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 If the Company shall at any time or --------------------- from time to time time, after the Closing Date but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of Common Stock immediately prior to the date of distribution less the then 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 (ii) 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) and (B) 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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 prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 Members) 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 (ii) 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) and (B) the Warrant Share ---- Number shall be increased by being multiplied 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 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 fair market value (as determined in good faith by a majority of the Unaffiliated Board Members) of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 If the Company shall shall, at any time or --------------------- from time to time time, after the date hereof, distribute to all the holders of shares of 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 Personissuer, securities Equity Securities of the Company or securities of another Person issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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 Share ---- Number then issued and outstanding or that is subsequently issued under Section 2.1 shall be increased adjusted (and any other appropriate actions shall be taken by being multiplied the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (iwhich fraction shall not be greater than one) (x) the numerator of which shall be the Current Market Price of one Value per share of such Common Stock immediately prior to the record date for of distribution minus the distribution then fair market value (as determined by the Board of such Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed applicable to one share of such Common Stock, and (y) the denominator of which shall be the Current Market Value per share of 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 (which fraction shall not be less than one), (x) the numerator of which shall be the Current Market Value per share of such Common Stock immediately prior to the record date for such distribution and (ii) the denominator of which shall be the Current Market Price of one Value per share of such Common Stock immediately prior to such record date less the Fair Market Value 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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 If the Company shall at any time or --------------------- from time to time time, after the Closing Date but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 being multiplied by the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be such Current Market Price of Common Stock immediately prior to the date of distribution less the then 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 (ii) 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) and (B) 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 If the Company shall at any time or --------------------- from time to time distribute to all holders of shares 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 Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another Person, securities of the Company or another Person or other assets (excluding dividends payable in 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 Section 5.1the immediately preceding fiscal year) or rights Options or warrants to subscribe for or purchase the foregoingConvertible Securities, then, and then in each such case, (A) case the Warrant Share ---- Number number of Shares of Common Stock thereafter obtainable upon the exercise of the Purchase Rights shall be increased determined by being multiplied multiplying the number of Shares theretofore obtainable upon such exercise by a fraction (i) fraction, of which the numerator of which shall be the Current then current Market Price of one per share of Common Stock immediately prior to on the record date for the distribution of such cashdistribution, evidences and of indebtedness, securities, other assets or rights or warrants and (ii) which the denominator of which shall be the Current then current Market Price of one per share of Common Stock immediately prior to such record date less the Fair Market Value of the portion of such cashStock, evidences of indebtedness, securities, other assets or rights or warrants so distributed and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then Fair current Market Value Price of the portion of the cashassets, evidences of indebtedness, securities notes or other assets evidence of indebtedness so distributed or of such subscription rights Options or warrants Convertible Securities applicable to one share of Common Stock and (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")Stock. Such adjustment shall be made whenever any such distribution is made 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 distribution retroactive 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. 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 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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares of its 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 Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Series F Preferred Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of 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 Series F Preferred Stock and (ii) the denominator of which shall be the Current Market Price of the Series F Preferred Stock immediately prior to the date of distribution (but such fraction shall not be greater than one) and (B) 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 Series F Preferred 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 Series F Preferred Stock immediately prior to such record date less the Fair Market Value 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 while this Warrant is outstanding distribute to all holders of shares 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 person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Company, any subsidiary or another Personissuer, securities of the Company (including Convertible Securities), any subsidiary or another Person issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 5.13 and any distribution in connection with an Exempted Issuance) or rights or warrants Options to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Warrant Share ---- Number Exercise Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the CorporationCompany) by being multiplied multiplying the Warrant Exercise Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such Current Market the 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 fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties 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 subscription rights or warrants Options to subscribe applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Weighted Average Price of the Common Stock on for the record five (5) consecutive Trading Days immediately prior to the date referred to below of distribution (but such decreased Exercise Price, the "Adjusted Exercise Price"fraction shall not be greater than one). 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 Subject to the Company shall proviso set forth below, if at any time the Company grants, issues or --------------------- from time sells options, convertible securities, or rights to time distribute purchase Capital Stock, warrants or other securities pro rata to all the record holders of shares of its any Common Stock (including the "DISTRIBUTION RIGHTS") or, without duplication, makes any such distribution made in connection with a merger dividend or consolidation in which the Company is the resulting or surviving Person and the otherwise makes any distribution, including, subject to applicable law, pursuant to any plan of liquidation ("DISTRIBUTION") on Common Stock is not changed or exchanged) (whether in cash, property, evidences of indebtedness of or otherwise), then the Company shall grant, issue, sell or another Personmake to each registered holder of Warrants then outstanding, securities 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 such holder's Warrants (without giving effect to the Company or another Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1Cashless Exercise option) or rights or warrants to subscribe for or purchase 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 before the record date for the distribution grant, issuance or sale of such cashDistribution Rights or Distribution, evidences of indebtednessas the case may be, securitiesor, other assets or rights or warrants and (ii) if there is no such record date, the denominator date as of which shall be the Current Market Price of one share record holders of Common Stock immediately prior are to be determined for the grant, issue or sale of such record date less Distribution Rights or Distribution, as the Fair Market Value 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 portion of such cash, evidences of indebtedness, securitiesWarrants pursuant to the Warrant Escrow Agreement, other assets than any such restriction or rights or warrants so distributed and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price agreement affecting all shares of the Common Stock less equally, or (y) do anything that would frustrate the then Fair Market Value of Company's ability to grant, issue, sell or make Distribution Rights or Distributions with respect to the portion of Warrants or the cash, evidences of indebtedness, securities or Shares equally with other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock and (ii) the denominator of which shall be the Current Market Price shares of the Common Stock on from and after the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price"). 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 release 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 Warrants pursuant to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distributionWarrant Escrow Agreement.

Certain Distributions. In case the Company shall at any --------------------- time or --------------------- from time to time distribute to all holders of shares of its Common 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 Person, securities of the Company or another Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the CorporationCompany) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price"). 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 Warrantsuch. 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 while this Warrant, or --------------------- from time any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to time distribute to all the holders of shares of 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 Person, securities of the Company a subsidiary), or another Person (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase the foregoingany evidences of indebtedness, thenany shares of its capital stock, and in each such caseor any other securities or property of any nature whatsoever (including securities of a subsidiary), (A) then the Warrant Share ---- Number Price shall be increased reduced by being multiplied multiplying the Warrant Price in effect immediately prior to the record date for such event by a fraction (ia) the numerator of which shall be the Current Fair Market Price Value per share of Common Stock on such record date less the amount allocated to one share of Common Stock immediately prior to of any such cash so distributed and the record date for the distribution Fair Market Value, of such cash, any evidences of indebtedness, securitiesshares of capital stock, other assets securities or rights property, or warrants or other subscriptions or purchase rights so distributed, and (iib) the denominator of which shall be the Current such Fair Market Price of one Value per 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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 the determination of stockholders entitled to receive had not been fixed, but such distribution; provided, -------- however, that no subsequent adjustment shall be made with respect to not affect the number of Warrant Shares issued upon 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 Warrant prior to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distributionsubsequent adjustment was made.

Certain Distributions. In case the Company shall at any time or --------------------- from time to time time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares of its 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 Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 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 the date of distribution less the then 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 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 (ii) the denominator of which shall be the Current Market Price of one share of Class A Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one) and (B) 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 Class A 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 Class A Common Stock immediately prior to such record date less the Fair Market Value 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 portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the or Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 time, after the issuance of this Warrant, but prior to the exercise hereof, distribute to all holders of shares 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 entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.17(a) and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase 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 the Exercise Price in effect prior to the date of distribution by a fraction (i) the numerator of which shall be the fair market value of the Common Stock immediately prior to the date of distribution less the then 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 (ii) the denominator of which shall be the fair market value of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one) and (B) the Warrant Share ---- Number shall be increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price fair market value 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 fair market value of one share of Common Stock immediately prior to such record date less the Fair Market Value 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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; 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 time, after the issuance of this Warrant but prior to the exercise hereof, distribute to all holders of shares 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 shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another Personissuer, securities of the Company or another Person issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under Section 5.15.1 and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase any of the foregoing, then, and in each such case, (A) the 1818 Common Stock Purchase Warrant Exercise Price in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of 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 (ii) 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) and (B) 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 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 and (B) the Exercise Price in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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 Corporation shall at any time or --------------------- from time to time time, prior to conversion of shares of Series D Preferred Stock, distribute to all holders of shares of its 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 Personissuer, securities of the Company Corporation or another Person 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 5.17(c) of Article V.B; and any distribution in connection with an Excluded Transaction) 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 Series D Conversion Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the Corporation) by being multiplied multiplying the Series D Conversion Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such the Current Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of of’ Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to below (any distribution of rights or warrants to subscribe for or purchase securities of the Corporation if the holder of shares of Series D Preferred Stock would otherwise be entitled to receive such decreased Exercise Price, the "Adjusted Exercise Price")rights or warrants upon conversion at any time of 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; 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 If the Company shall at any time while this Warrant, or --------------------- from time any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to time distribute to all the holders of shares of 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 Person, securities of the Company a subsidiary), or another Person (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase the foregoingany evidences of indebtedness, thenany shares of its capital stock, and in each such caseor any other securities or property of any nature whatsoever (including securities of a subsidiary), (A) then the Warrant Share ---- Number Price shall be increased reduced by being multiplied multiplying the Warrant Price in effect immediately prior to the record date for such event by a fraction (ia) the numerator of which shall be the Current Fair Market Price Value per share of Common Stock on such record date less the amount allocated to one share of Common Stock immediately prior to of any such cash so distributed and the record date for the distribution Fair Market Value of such cash, any evidences of indebtedness, securitiesshares of capital stock, other assets securities or rights property, or warrants or other subscriptions or purchase rights so distributed, and (iib) the denominator of which shall be the Current such Fair Market Price of one Value per 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 in effect immediately prior to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price of the Common Stock less the then 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 (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price")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 the determination of stockholders entitled to receive had not been fixed, but such distribution; provided, -------- however, that no subsequent adjustment shall be made with respect to not affect the number of Warrant Shares issued upon 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 Warrant prior to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distributionsubsequent adjustment was made.

Certain Distributions. In Except as provided above in Section 3(a), in case the Company shall at any time or --------------------- from time to time while this Warrant is outstanding distribute to all holders of shares 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 person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Company, any subsidiary or another Personissuer, securities of the Company (including Convertible Securities), any subsidiary or another Person issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 5.13 and any distribution in connection with an Exempted Issuance) or rights or warrants Options to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Warrant Share ---- Number Exercise Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the CorporationCompany) by being multiplied multiplying the Warrant Exercise Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such Current Market the 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 fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties 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 subscription rights or warrants Options to subscribe applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Weighted Average Price of the Common Stock on for the record five (5) consecutive Trading Days immediately prior to the date referred to below of distribution (but such decreased Exercise Price, the "Adjusted Exercise Price"fraction shall not be greater than one). 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 If the Company shall at any time Guarantor elects to: (A) issue to all or --------------------- from time to time distribute to substantially all holders of shares the Ordinary Shares or ADS rights, options or warrants entitling such holders for a period of its Common Stock (including any not more than 45 calendar days after the Issue Date of such distribution made in connection with issuance to subscribe for or purchase Ordinary Shares, at a merger or consolidation in which price per Ordinary Share less than the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness average of the Company or another Person, securities Last Reported Sale Prices of the Company ADSs (divided by the number of Ordinary Shares represented by one ADS on each such Trading Day), or another Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants to subscribe for or purchase the foregoingADSs, thenat a price per ADS less than the average of the Last Reported Sale Prices of the ADSs, and in each such case, (A) over the Warrant Share ---- Number shall be increased by being multiplied by a fraction (i) 10 consecutive Trading Day period ending on the numerator Trading Day immediately preceding the date of which shall be the Current Market Price of one share of Common Stock immediately prior to the record date for the distribution announcement 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 issuance; or (B) the Exercise Price in effect immediately prior distribute to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price all or substantially all holders of the Common Stock less Ordinary Shares or ADSs, the then Fair Market Value of the portion of the cashGuarantor’s assets, evidences of indebtedness, debt securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock and (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price"). 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 Guarantor, which distribution has a per Ordinary Share value, as reasonably determined by the Warrantholder would otherwise be entitled Guarantor’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the ADSs (divided by the number of Ordinary Shares represented by one ADS on such Trading Day), or a per ADS value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the ADSs, in each case, on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Issuer shall notify the Holders not less than 35 Scheduled Trading Days prior to receive the Ex-Dividend Date for such rights upon exercise issuance or distribution. Once the Issuer gives such notice, Holders may surrender their Notes for exchange at any time until the earlier of this Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to (x) the date immediately following the close Close of business Business on the record date for Business Day immediately preceding the determination of shareholders entitled to receive Ex-Dividend Date and (y) the Guarantor’s announcement that such distributionissuance or distribution will not take place, even if the Notes are not otherwise exchangeable at such time.

Certain Distributions. In case the Company Corporation shall at any time or --------------------- from time to time time, prior to conversion of the Series C-1 Preferred Stock, distribute to all holders of shares of its 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 Personissuer, securities of the Company Corporation or another Person 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 5.17(c) and any distribution in connection with an Excluded Transaction) 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 Conversion Price then in effect 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 in effect immediately prior to such record date shall be decreased adjusted (and any other appropriate actions shall be taken by the Corporation) by being multiplied multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction (ix) the numerator of which shall be such the Current Market Price of the Common Stock immediately prior to the date of distribution less the then Fair Market Value 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 subscription rights or warrants applicable to one share of Common Stock and (iiy) the denominator of which shall be the Current Market Price of the Common Stock on immediately prior to the record date referred of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to below (any distribution of rights or warrants to subscribe for or purchase securities of the Corporation if the holder of shares of Series C-1 Preferred Stock would otherwise be entitled to receive such decreased Exercise Price, the "Adjusted Exercise Price")rights or warrants upon conversion at any time of 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; 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 If the Company shall at any time Parent elects to: (A) issue to all or --------------------- from time to time distribute to substantially all holders of shares of its 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 Shares, upon which separation, such rights shall be deemed issued pursuant to this Section 7.01(c)(i)) entitling such holders for a period of not changed or exchanged) cash, evidences more than 45 calendar days after the Issue Date of indebtedness of the Company or another Person, securities of the Company or another Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under Section 5.1) or rights or warrants such issuance to subscribe for or purchase Common Shares, at a price per Common Share less than the foregoing, then, and in each such case, (A) average of the Warrant Share ---- Number shall be increased by being multiplied by a fraction (i) Last Reported Sale Prices of the numerator of which shall be Common Shares over the Current Market Price of one share of Common Stock 10 consecutive Trading Day period ending on the Trading Day immediately prior to preceding the record declaration 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 issuance; or (B) the Exercise Price in effect immediately prior distribute to such record date shall be decreased (and any other appropriate actions shall be taken by the Corporation) by being multiplied by a fraction (i) the numerator of which shall be such Current Market Price all or substantially all holders of the Common Stock less Shares, the then Fair Market Value of the portion of the cashParent’s assets, evidences of indebtedness, debt securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock and (ii) the denominator of which shall be the Current Market Price of the Common Stock on the record date referred to below (such decreased Exercise Price, the "Adjusted Exercise Price"). 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 Parent (other than in connection with a rights plan prior to the separation of the relevant rights, upon which separation, such 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 Parent in good faith, exceeding 10% of the Last Reported Sale Price of the Common 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 Ex-Dividend Date for such issuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a rights plan or the occurrence of any such triggering event under a rights plan, as soon as reasonably practicable after the Issuer becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Warrantholder would Issuer is then otherwise be entitled permitted to receive settle exchanges of 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 provide such rights upon exercise 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 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 (x) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (y) the 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 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 Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively subsection (c)(i) without having to exchange their Notes as if they held a number of Common Shares equal to the date immediately following Exchange Rate, multiplied by the close principal amount (expressed in thousands) of business on the record date for the determination of shareholders entitled to receive Notes held by such distributionHolder.