Common use of Distributions Clause in Contracts

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Date, average net income per share of the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution for the four quarters ended immediately prior to the Company’s stockholders payment of such dividend, or a dividend payable in shares Preferred Shares (which dividend, for purposes of this Agreement, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to acquire shares) of capital stock of a subsidiary) (a “Distribution”in Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Shares (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members Board of Directors of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares (as determined pursuant to Section 11.4); PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Date, average net income per share of the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution for the four quarters ended immediately prior to the Company’s stockholders payment of such dividend, or a dividend payable in shares Preferred Shares (which dividend, for purposes of this Agreement, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to acquire shares) of capital stock of a subsidiary) (a “Distribution”in Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Shares (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members Board of Directors of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares (as determined pursuant to Section 11.4); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Distributions. IfIf the Company, at any time after the Issue Rights Dividend Declaration Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of fixes a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled the making of a distribution to all holders of Preferred Shares (including any such Distribution distribution made in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving corporation) of cash (other than a periodic cash dividend out of the “Record Date”) and earnings or retained earnings of the Company), assets (ii) the date on which such Distribution is made other than a dividend payable in Preferred Shares, but including any dividend payable in stock other than Preferred Shares), evidences of indebtedness, subscription rights, options or warrants (the “Distribution Date”)(the earlier of such dates being excluding those referred to as the “Determination Date”in Section 11(b). Upon receipt of the Distribution Notice), the Holder shall promptly (but then, in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (includingeach such case, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to be in effect after such exercise record date will be determined by reducing multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which will be the Current Per Share Market Price of a Preferred Share on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock per Preferred Share (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members Board, whose determination will be described in a statement filed with the Rights Agent and will be conclusive and binding on the Rights Agent and the holders of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (ARights) of the preceding sentenceportion of the cash, assets or evidences of indebtedness to be so distributed or of such subscription rights, options or warrants applicable to one Preferred Share, and the denominator of which shall be such Current Per Share Market Price of a Preferred Share on such record date; provided, however, that in no event will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise of one Right. Such adjustment will be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, then the Exercise Price will be adjusted to be the Exercise Price that would have been in effect if such record date had not been fixed.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Series A Preferred (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Date, average net income per share of the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution for the four quarters ended immediately prior to the Company’s stockholders payment of such dividend, or a dividend payable in shares Series A Preferred (which dividend, for purposes of this Agreement, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to acquire shares) of capital stock of a subsidiary) (a “Distribution”in Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Series A Preferred (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the HolderBoard, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent and shall be binding on the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Series A Preferred and the denominator of which shall be such current per share market price of the Series A Preferred (as determined pursuant to Section 11.4); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s stockholders shareholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders shareholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s stockholders shareholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders shareholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of In the Distribution NoticeNotice to the Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to the Holder, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holder of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Date, average net income per share of the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution for the four quarters ended immediately prior to the Company’s stockholders payment of such dividend, or a dividend payable in shares Preferred Stock (which dividend, for purposes of this Agreement, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to acquire shares) of capital stock of a subsidiary) (a “Distribution”in Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the HolderBoard, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and the denominator of which shall be such current per share market price of the Preferred Stock (as determined pursuant to Section 11.4); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Date, average net income per share of the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution for the four quarters ended immediately prior to the Company’s stockholders payment of such dividend, or a dividend payable in shares Preferred Stock (which dividend, for purposes of this Plan, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to acquire shares) of capital stock of a subsidiary) (a “Distribution”in Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the HolderBoard, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and the denominator of which shall be such current per share market price of the Preferred Stock (as determined pursuant to Section 11.4); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Distributions. IfIf the Company, at any time after the Issue Rights Dividend Declaration Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of fixes a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder making of a number distribution to all holders of shares of Common Preferred Stock into (including any such distribution made in connection with a share exchange, consolidation or merger in which this Warrant the Company is exercisable as the continuing or surviving corporation) of cash (other than a periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in shares of Preferred Stock, but including any dividend payable in stock other than Preferred Stock), evidences of indebtedness, subscription rights, options or warrants (excluding those referred to in Section 11(b)), then, in each such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Datecase, to reduce the Exercise Price applicable to be in effect after such exercise record date will be determined by reducing multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which will be the Current Per Share Market Price of a share of Preferred Stock on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value per share of the assets to be distributed divided by the number of shares of Common Preferred Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members Board, whose determination will be described in a statement filed with the Rights Agent and will be conclusive and binding on the Rights Agent and the holders of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (ARights) of the preceding sentenceportion of the cash, assets or evidences of indebtedness to be so distributed or of such subscription rights, options or warrants applicable to one share of Preferred Stock, and the denominator of which will be the Current Per Share Market Price of a share of Preferred Stock on such record date, it being understood that in no event will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise of one Right. Such adjustment will be made successively whenever such a record date is fixed, and if such distribution is not so made, then the Exercise Price will be adjusted to be the Exercise Price that would have been in effect if such record date had not been fixed.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder shall promptly (but in no event later than three (3) Business Days) notify Company must indicate whether the Company whether it has elected (A) to receive deliver to such Holder the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, were a holder on the Determination Date, a holder Date therefor of a number of shares of Common Stock into which the this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing as of the Exercise Price in effect on the Business Day immediately preceding the Record Determination Date therefor by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence within two (2) Business Days following the date on or prior to which the Determination DateCompany publicly announces a Distribution, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, the Company declares (a) The Borrower shall not declare or makes make (i) payment of any distribution on or in respect of cash any equity interests, or (ii) any payment on account of the purchase, redemption, retirement or acquisition of any option, warrant or other assets (or rights right to acquire such assetsequity interests; provided that the Borrower may make a distribution of (A) to holders of Common Stock, including without limitation on any dividend or distribution to Business Day during the Company’s stockholders Revolving Period in shares (or rights to acquire shares) of capital stock of a subsidiaryaccordance with Section 8.3(b) (a “Distribution”)1) Interest Collections, the Company shall deliver written notice (2) any Principal Collections or proceeds of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) any Loan, and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Dayswith the prior written consent of the Agent (which consent shall not be unreasonably withheld, conditioned or delayed), any Collateral Obligations or other assets of the Borrower, in each case, as set forth in clauses (A)(1) notify the Company whether it has elected through (A) to receive the same amount and type of assets (includingA)(3), without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without if after giving effect to any limitations such distribution, (v) as certified in writing by the Borrower and Collateral Manager to the Agent (with a copy to each Lender Agent), sufficient proceeds remain for all payments to be made pursuant to Section 8.3(a) (other than clause (N) thereof) on such exercisethe next Distribution Date, (w) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing, and (x) the Borrowing Base Condition is satisfied, (B) upon any exercise of this Warrant amounts paid (or released or distributed) to it pursuant to Section 8.3(a) on or after the applicable Distribution Date, to reduce (C) the Exercise Price proceeds of any Loan on the applicable Loan Date, if after giving effect to such exercise distribution under this clause (C), (x) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing or (y) the Borrowing Base Condition is satisfied, but only if such Loan is made in respect of an Eligible Collateral Obligation acquired by reducing the Exercise Price in effect Borrower prior to such Loan Date if such Eligible Collateral Obligation was identified on the Business Day immediately preceding related Asset Approval Request as an asset with respect to which the Record Borrower intends to make a future distribution pursuant to this Section 10.16(a)(C) on such Loan Date and (D) in connection with a Permitted Securitization if after giving effect to such distribution, (v) as certified in writing by an amount equal the Borrower and Collateral Manager to the fair market value of the assets Agent (with a copy to each Lender Agent), sufficient proceeds remain for all payments to be distributed divided by the number of shares of Common Stock as made pursuant to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing Section 8.3(a) (other than clause (AN) or (B), as applicable. If thereof) on the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination next Distribution Date, (w) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing, and (x) the Holder shall be deemed to have elected clause (A) of the preceding sentenceBorrowing Base Condition is satisfied.

Distributions. If, at any time after the Issue Datethis Warrant is outstanding, the Company declares fixes a record date for the making of a dividend or makes any other distribution (by spin-off or otherwise) on shares of cash Class A Common Stock, whether in cash, Equity Interests of the Company, other securities of the Corporation, evidences of indebtedness of the Company or any other assets Person or any other property (including Equity Interests, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, excluding (i) dividends or distributions subject to adjustment pursuant to Section 3(a) or (ii) dividends or distributions of rights in connection with the adoption of a stockholder rights plan in customary form (including with respect to acquire the receipt of such assetsrights in respect of shares of Class A Common Stock (including Warrant Shares) issued subsequent to holders of Common Stock, including without limitation any the initial dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”such rights), then in each such case, the Company number of Warrant Shares issuable upon exercise of this Warrant in full shall deliver written notice be increased by multiplying such number of Warrant Shares by a fraction, the numerator of which is the VWAP per share of Class A Common Stock on such record date and the denominator of which is the VWAP per share of Class A Common Stock on such record date less the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Class A Common Stock (in each case as of the record date of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) dividend or distribution); such adjustment shall take effect on the record date for determining stockholders entitled to such Distribution dividend or distribution. In the event of such adjustment, the Exercise Price shall immediately be decreased or at such later date as the Board of Directors may determine for purposes of the determination of Fair Market Value (but in any event not later than 10 Business Days after the “Record Date”) and (ii) the first date on which the Class A Common Stock trades regular way on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading without the right to receive such Distribution distribution) by multiplying such Exercise Price by a fraction, the numerator of which is made the number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to such adjustment, and the denominator of which is the new number of Warrant Shares issuable upon exercise of this Warrant determined in accordance with the immediately preceding sentence. Notwithstanding the foregoing, in the event that the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Class A Common Stock (in each case as of the “Distribution Date”)(the earlier record date of such dates being referred dividend or distribution) is equal to as or greater than the “Determination Date”). Upon receipt VWAP per share of the Distribution NoticeClass A Common Stock on such record date, then proper provision shall be made such that upon exercise of this Warrant, the Holder shall promptly (but receive, in no event later than three (3) Business Days) notify addition to the Company whether it has elected (A) to receive applicable Warrant Shares, the same amount and type kind of assets such cash and/or any other property such Holder would have received had such Holder exercised this Warrant immediately prior to such record date (includingdisregarding whether or not this Warrant had been exercisable by its terms at such time). For purposes of the foregoing, without limitationin the event that such dividend or distribution in question is ultimately not so made, cash) being distributed as though the Holder were, on Exercise Price and the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) Shares issuable upon any exercise of this Warrant on then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such dividend or after the Distribution Datedistribution, to reduce the Exercise Price applicable that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. For the avoidance of doubt, no increase to such exercise by reducing the Exercise Price or decrease in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares Warrant Shares issuable upon exercise of Common Stock as to which such Distribution is to this Warrant shall be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election made pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencethis Section 3(c).

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant Note is exercisable convertible as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exerciseconversion) or (B) upon any exercise of this Warrant Note on or after the Distribution Date, to reduce the Exercise Conversion Price applicable to such exercise conversion by reducing the Exercise Conversion Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, If the Company declares shall fix a record date for the making of a dividend or makes any other distribution of cash (by spin-off or any other assets (or rights to acquire such assetsotherwise) to holders on shares of Common Stock, whether in cash, Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including without limitation Equity Interests, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, excluding (x) dividends or distributions subject to adjustment pursuant to Section 12(i) or (y) dividends or distributions of rights in connection with the adoption of a stockholder rights plan in customary form (including with respect to the receipt of such rights in respect of shares of Common Stock issued subsequent to the initial dividend or distribution of such rights), then (a) in the case of any such cash dividend or distribution, the Exercise Price in effect immediately prior to such record date shall be reduced by the gross amount of such cash dividend or distribution without giving effect to any withholding or deduction of taxes at the source by or on behalf of any applicable authority having power to tax in respect of such cash dividend or distribution and (b) in each such other case, in addition to the number of Option Shares subject to this Option, the Optionholder shall be entitled to receive such Equity Interests of the Company’s stockholders in shares , other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including Equity Interests, other securities or rights to acquire shares) evidences of capital stock indebtedness of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeor any combination thereof, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, that a holder of a such number of shares of Common Stock into which this Warrant is exercisable on such record date would have been entitled to receive as a result of such Determination Date (dividend or other distribution. For purposes of the foregoing, in the event that such number of shares to be determined without giving effect to any limitations on such exercise) dividend or (B) upon any exercise of this Warrant on or after the Distribution Datedistribution in question is ultimately not so made, to reduce the Exercise Price applicable and the number of Option Shares subject to this Option then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such exercise by reducing dividend or distribution, to the Exercise Price that would then be in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by and the number of shares Option Shares that would then be subject this Option if such record date had not been fixed. The provisions of Common Stock as this Section 12 shall apply in respect of any Equity Interests that the Optionholder may become entitled to which such Distribution is to be made, such fair market value to be reasonably determined in good faith receive by the independent members operation of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (Bthis Section 12(ii), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, In case the Company declares or makes any shall fix a payment date for the making of a distribution of cash or any other assets (or rights to acquire such assets) to all holders of Common Stock, Stock (including without limitation any dividend such distribution made in connection with a consolidation or distribution to merger in which the Company’s stockholders in shares (or rights to acquire sharesCompany is the continuing corporation) of capital stock evidences of a subsidiaryindebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in subsection (c) (a “Distribution”of this Section 11), or subscription rights or warrants, the Company Warrant Share Exercise Price to be in effect after such payment date shall deliver written notice of such Distribution (a “Distribution Notice”) to be determined by multiplying the Holder at least fifteen (15) days Warrant Share Exercise Price in effect immediately prior to the earlier to occur of (i) the record such payment date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeby a fraction, the Holder numerator of which shall promptly (but in no event later than three (3) Business Days) notify be the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a total number of shares of Common Stock into which this Warrant is exercisable outstanding multiplied by the Market Price (as defined below) per share of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable Common Stock immediately prior to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to payment date, less the fair market value of the assets to be distributed divided (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” means, for any security as of any date, the last sales price of such security on the principal trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the holder hereof if Bloomberg Financial Markets is not then reporting closing sales prices of such security) (in any case, “Bloomberg”), or if the foregoing does not apply, the last reported sales price of such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no such price is reported for such security by Bloomberg, the average of the bid prices of all market makers for such security as reported in the “pink sheets” by Pink Sheets LLC, in each case for such date or, if such date was not a trading day for such security, on the next preceding date which was a trading day. If the Market Price cannot be calculated for such Distribution is to security as of such date on any of the foregoing bases, the Market Price of such security on such date shall be made, such the fair market value as reasonably determined by an investment banking firm selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be reasonably determined in good faith borne by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or Such adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencemade successively whenever such a payment date is fixed.

Distributions. IfIf the Company or any Subsidiary, at any time after while this Warrant is outstanding, shall distribute to all holders of Common Stock evidences of its indebtedness or assets or cash or rights or warrants to subscribe for or purchase any security of the Issue DateCompany or any of its subsidiaries, then the Exercise Price in effect at the opening of business on the day following the date fixed for the determination of holders of Common Stock entitled to receive such distribution shall be adjusted by multiplying such Exercise Price by a fraction, the Company declares numerator of which shall be the Fair Market Price (as defined below) per share of the Common Stock less the then fair market value as reasonably determined by the Board of Directors of the portion of the evidences of indebtedness or makes any distribution of cash or any other assets (or rights or warrants so distributed (and for which an adjustment to acquire such assetsthe Exercise Price has not previously been made pursuant to the terms of this Section 13) applicable to holders one share of Common Stock, including without limitation any dividend and the denominator of which shall be such Fair Market Price per share of the Common Stock, such adjustment to become effective immediately after the opening of business on the day following the date fixed for the determination of holders of Common Stock entitled to receive such distribution. "FAIR MARKET PRICE" shall mean the closing market price per share of Common Stock on the Principal Market on the Trading Day next preceding such fixed determination date or distribution to such other date on which the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Fair Market Price is being determined. The Company shall deliver written to each holder a notice of setting forth the Exercise Price after such Distribution (adjustment and setting forth a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt brief statement of the Distribution Noticefacts requiring such adjustment and the computation thereof. In the event that the Exercise Price shall change by more than 5%, the Holder holder shall promptly (but in no event later than three (3) Business Days) notify have the right to have the fair market value determined by an independent nationally reputable investment banker mutually selected by the Company whether it has elected (A) to receive and the same amount and type holder, at the Company's expense. For the purposes of assets (includingthe foregoing adjustments, without limitationin the case of the issuance of any Convertible Securities, cash) being distributed as though the Holder were, on the Determination Date, a holder of a maximum number of shares of Common Stock into which this Warrant is exercisable as issuable upon exercise, exchange or conversion of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Convertible Securities shall be deemed to have elected clause (A) be outstanding, provided that no further adjustment shall be made upon the actual issuance of the preceding sentenceCommon Stock upon exercise, exchange or conversion of such Convertible Securities.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen ten (1510) days Trading Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen ten (1510) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be exercised by written notice delivered to the Company on or before the tenth (310th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any exercise of this Warrant on or after the Record Date, to be entitled to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Distribution Date (for any exercise effected on or prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as of issuable upon such Determination Date exercise (such number of shares to be determined without giving effect to any limitations on such exerciseexercise contained in this Warrant) had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise of this Warrant on or after the Distribution Record Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) Directors of the preceding sentenceCompany.

Distributions. IfOn each Distribution Date, at Seller shall remit by wire transfer of immediately available funds to the account designated in writing by Purchaser (a) all amounts deposited in the Custodial Account as of the close of business on the preceding Determination Date (net of all amounts withdrawable therefrom pursuant to 8.05), plus (b) all P&I Advances, if any, which Seller is obligated to distribute, minus (c) any time amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the related Due Period, minus (d) any amounts attributable to principal prepayments received after the Issue last day of the calendar month preceding the month of the Distribution Date, which amounts shall be remitted on the Company declares or makes following Distribution Date, together with interest up to the Mortgage Interest Rate but not more than the aggregate Servicing Fee in connection with such principal prepayments minus (e) any amounts attributable to reimbursement for unreimbursed Servicing Advances, advance of Seller funds, and unpaid Servicing Fees, and minus (f) any amounts attributable to reimbursement for subsequent trailing bills related to a previously disposed of REO Property in which distribution of net cash or any other assets (or rights to acquire such assets) to holders proceeds has occurred. To the extent that the amount of Common Stock, including without limitation any dividend a remittance or distribution to Purchaser made hereunder is in greater than the Company’s stockholders amount thereof properly to be remitted pursuant to the terms of this Agreement, Seller will give prompt written notice thereof to Purchaser after Seller's discovery thereof, including the amount of such remittance or distribution that was paid in shares error. If, by the Distribution Date immediately following such notice, Purchaser has not reimbursed the Custodial Account or Seller, as applicable, for the amount of such erroneous remittance or distribution (or rights to acquire shares) without any liability on the part of capital stock of a subsidiary) (a “Distribution”Purchaser for interest thereon), Seller shall be entitled to withhold such amount from the Company shall deliver written notice of remittance to be made on such Distribution (a “Distribution Notice”) Date. With respect to any remittance received by the Holder at least fifteen (15) days prior to Pur­chaser on or after the earlier to occur of (i) second Business Day following the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date Business Day on which such Distribution payment was due, the Seller shall pay to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is made (the “Distribution Date”)(the earlier of such dates being referred publicly announced from time to time at its principal office by Citibank, N.A., New York, New York, as the “Determination Date”). Upon receipt its prime lending rate, adjusted as of the Distribution Noticedate of each change, the Holder shall promptly (plus three percentage points, but in no event later greater than three (3) Business Days) notify the Company whether it has elected (A) maximum amount permitted by applicable law. Such interest shall be paid by the Seller to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, Purchaser on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant date such late payment is exercisable as of made and shall cover the period com­mencing with the day following such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on second Business Day and ending with the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to on which such payment is made, both inclusive. Such interest shall be distributed divided remitted along with such late payment. The payment by the number Seller of shares any such interest shall not be deemed an extension of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith time for payment or a waiver of any Event of Default by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceSeller.

Distributions. If, at any time after the Issue (a) On every Distribution Payment Date, the Company declares General Partner as holder of Class B-1 OP Preferred Units shall be entitled to receive distributions payable in cash in an amount per Class B-1 OP Preferred Unit equal to the per share distribution payable on the Series B-1 Preferred Shares on such Distribution Payment Date. Except as provided in the next sentence, if any Class B-1 OP Preferred Units are outstanding, no distributions (other than in Junior OP Units or makes OP Common Units) shall be authorized, declared, set apart for payment or paid on any distribution class or series of cash Junior OP Units or Parity OP Units unless all accrued distributions on the Class B-1 OP Preferred Units for all prior Distribution Periods and the then current Distribution Period have been or contemporaneously are authorized, declared, set apart for payment or paid. When distributions are not so paid in full (or a sum sufficient for such full payment is not so set apart for payment) upon the Class B-1 OP Preferred Units and any other assets (class or rights series of Parity OP Units, all distributions authorized or declared upon the Class B-1 OP Preferred Units and any such class or series of Parity OP Units shall be authorized or declared pro rata so that the amount of distributions authorized or declared per Unit on the Class B-1 OP Preferred Units and such class or series of Parity OP Units shall in all areas bear to acquire each other the same ratio that accrued and unpaid distributions per Unit on the Class B-1 OP Preferred Units and such assets) class or series of Parity OP Units bear to holders of Common Stock, including without limitation any dividend or each other. Each such distribution shall be payable to the Company’s stockholders in shares (or rights to acquire shares) General Partner as holder of capital stock the Class B-1 OP Preferred Units, as they appear on the records of a subsidiary) (a “Distribution”), the Company shall deliver written notice Partnership at the close of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) business on the record date (the "Record Date") for determining stockholders the distribution payable with respect to the Series B-1 Preferred Shares on such Distribution Payment Date. The General Partner as holder of Class B-1 OP Preferred Units, shall not be entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, any distributions on the Determination DateClass B-1 OP Preferred Units, a holder of a number of shares of Common Stock into which this Warrant is exercisable whether payable in cash, property or stock, except as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceprovided herein.

Distributions. If, If the Company at any time or from time to time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights date hereof shall distribute to acquire such assets) to all holders of Common Stock, Stock (including without limitation any dividend or such distribution made to the Company’s stockholders in shares (or rights to acquire shares) shareholders of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (in connection with a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on consolidation or merger in which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected is the continuing corporation) evidences of its indebtedness, shares of another class of its capital stock, cash or other property of any nature (A) to receive the same amount other than distributions and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of dividends payable in shares of Common Stock into which this Warrant is exercisable as and Ordinary Cash Dividends), or any options, warrants or other rights to subscribe for or purchase any of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Dateforegoing, to reduce then, in each case, the Exercise Price applicable to such exercise shall be adjusted by reducing multiplying the Exercise Price in effect on immediately prior to the Business Day record date for the determination of shareholders entitled to receive such distribution by a fraction, the numerator of which shall be the Market Price (as defined below) per share of Common Stock as of the business day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members Board of Directors (including any authorized committee thereof, the “Board of Directors”), whose determination shall be conclusive for all purposes and described in a reasonably detailed statement filed with the Warrant Agent) of the portion of the evidences of indebtedness, shares or property so to be distributed (net of the exercise price or purchase price therefor in the case of distribution of options, warrants or other rights to subscribe or purchase such indebtedness, shares or other property), applicable to one share, and the denominator of which shall be such Market Price per share of Common Stock as of the business day immediately preceding such record date. Such adjustment shall be made whenever any such distribution is made and shall become effective at the close of business on such record date. The term “Market Price” shall mean (x) the average closing price of a share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the date of exercise of this Warrant as reported on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or (y) if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices during such ten trading day period in the over-the-counter market as reported by the NASD Automated Quotation System (“Nasdaq”) National Market or any comparable system or (z) in all other cases, as determined in good faith by the Board of Directors of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (A) of the preceding sentenceconclusive absent manifest error.

Distributions. If, at any time If after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), date hereof the Company shall deliver written notice distribute to all holders of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of its shares of Common Stock into which this Warrant is exercisable evidences of its indebtedness or assets (excluding cash distributions made as a dividend payable out of such Determination Date (such number earnings or out of shares to be determined without giving effect to any limitations on such exercisesurplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or rights to subscribe for shares of Common Stock expiring at least thirty (B30) upon any exercise of this Warrant on or calendar days after the Distribution Dateissuance thereof, other than a dividend or distribution referred to reduce the Exercise Price applicable to in Section 6(a) (which shall be governed solely by such exercise by reducing Section), then in each such case (i) the Exercise Price in effect on the Business Day trading day immediately preceding following the Record Date by close of business on the record date for such distribution shall be decreased to an amount equal determined by multiplying the Exercise Price in effect immediately prior to such action by a fraction of which (x) the numerator is the Market Price of a share of the Common Stock on the trading day immediately prior to the fair market value Ex-Date less the Market Price of the assets or evidences of indebtedness so distributed or of such subscription rights per share of Common Stock outstanding on the trading day immediately prior to be the Ex-Date (determined for such purpose on the basis of the aggregate assets, evidences of indebtedness and/or rights distributed divided by the number of shares with respect to one share of Common Stock as to which such Distribution is to be madeif, for purposes of the definition of “Market Price”, such fair market value to be reasonably assets, evidences of indebtedness and/or rights were an “Other Security” as defined herein) (as determined in good faith by the independent members Board of Directors of the Company’s Board , whose determination shall be conclusive, and described in a statement filed with the Warrant Agent) and (y) the denominator is the Market Price of Directors. Upon receipt a share of such election notice from Common Stock on the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or trading day immediately prior to the Determination Date, Ex-Date and (ii) the Holder number of Shares of Common Stock purchasable upon the exercise of any Warrant after such event shall be deemed the number of Shares of Common Stock obtained by multiplying the number of Shares of Common Stock purchasable immediately prior to have elected clause (A) such adjustment upon the exercise of such Warrant by the preceding sentenceExercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise Price in effect after such adjustment. Such adjustments shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution.

Distributions. If, at any time after In case the Issue Date, Partnership shall fix a record date for the Company declares or makes any making of a distribution of cash or any other assets (or rights to acquire such assets) to all holders of Common StockUnits of securities, including without limitation any dividend evidences of indebtedness, assets, cash, rights or distribution warrants (excluding Ordinary Cash Dividends, dividends of its Common Units and other dividends or distributions referred to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”Section 8(a)), the Company shall deliver written notice of in each such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticecase, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Warrant Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Weighted Average Price of the Common Units on the Business Day immediately last trading day preceding the Record Date by an first date on which the Common Unit trades regular way on the Principal Market on which the Common Unit is listed or admitted to trading without the right to receive such distribution, minus the amount equal to of cash and/or the fair market value of the assets securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one Common Unit as determined by the Board of Directors of the Partnership’s general partner in good faith (the “Fair Market Value”) divided by (y) such Weighted Average Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares Warrant Units issuable upon the exercise of Common Stock as to which such Distribution is to this Warrant shall be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant increased to the preceding sentence on or number obtained by dividing (x) the product of (1) the number of Warrant Units issuable upon the exercise of this Warrant before such adjustment, and (2) the Warrant Exercise Price in effect immediately prior to the Determination Datedistribution giving rise to this adjustment by (y) the new Warrant Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, an Ordinary Cash Dividend, the Holder Fair Market Value shall be deemed to have elected clause (A) reduced by the per unit amount of the preceding sentenceportion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Warrant Exercise Price and the number of Warrant Units issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors of the Partnership’s general partner determines not to distribute such units, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Warrant Exercise Price that would then be in effect and the number of Warrant Units that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Distributions. If, at any time If after the Issue Date, date hereof the Company declares shall distribute to all holders of its shares of Common Stock any cash, evidences of its indebtedness, securities or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders subscribe for shares of Common StockStock expiring at least thirty (30) calendar days after the issuance thereof (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and shares of Common Stock are not changed or exchanged, including without limitation but excluding any dividend or other distribution to the Company’s stockholders payable in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”Common Stock for which adjustment is made under Section 6(a)), then in each such case the Company shall deliver written notice Warrant Shares issuable upon exercise or conversion of such Distribution (a “Distribution Notice”) to each Warrant outstanding immediately following the Holder at least fifteen (15) days prior to the earlier to occur close of (i) business on the record date for determining stockholders entitled such distribution shall be increased to an amount determined by multiplying the number of Warrant Shares issuable immediately prior to such Distribution (the “Record Date”) and (ii) the record date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeby a fraction, the Holder shall promptly (but in no event later than three (3) Business Days) notify numerator of which is the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder Market Price of a number of shares share of Common Stock into on the trading day immediately prior to the Ex-Date and the denominator of which this Warrant is exercisable as (1) the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date less (2) (x) the amount of cash and (y) the Market Price of the assets, evidences of indebtedness and securities so distributed or of such Determination subscription rights per share of Common Stock outstanding on the trading day immediately prior to the Ex-Date (determined for such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect purpose on the Business Day immediately preceding the Record Date by an amount equal to the fair market value basis of the assets aggregate assets, evidences of indebtedness and/or rights distributed with respect to be distributed divided by the number of shares one share of Common Stock as to which such Distribution is to be madeif, for purposes of the definition of “Market Price”, such fair market value to be assets, evidences of indebtedness, securities and/or rights were an “Other Security” as defined herein) (as reasonably determined in good faith by the independent members Board of Directors of the Company’s Board , whose determination shall be conclusive, and described in a statement filed with the Warrant Agent). Such adjustments shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of Directorsstockholders entitled to receive such distribution. Upon receipt In the event of any adjustment to any Warrant pursuant to this Section 6(b), the Exercise Price for such Warrant shall be appropriately adjusted such that it shall in all cases be equal to the aggregate par value of all Warrant Shares then issuable upon exercise or conversion of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceWarrant.

Distributions. If, at any time If after the Issue Date, date hereof the Company declares shall distribute to all holders of its shares of Common Stock any cash, evidences of its indebtedness, securities or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders subscribe for shares of Common Stock, including without limitation Stock expiring at least thirty (30) calendar days after the issuance thereof (excluding any dividend or other distribution to the Company’s stockholders payable in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”Common Stock for which adjustment is made under Section 6(a)), then in each such case the Company shall deliver written notice Warrant Shares issuable upon exercise or conversion of such Distribution (a “Distribution Notice”) to each Warrant outstanding immediately following the Holder at least fifteen (15) days prior to the earlier to occur close of (i) business on the record date for determining stockholders entitled such distribution shall be increased to an amount determined by multiplying the number of Warrant Shares issuable immediately prior to such Distribution (the “Record Date”) and (ii) the record date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeby a fraction, the Holder shall promptly (but in no event later than three (3) Business Days) notify numerator of which is the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder Market Price of a number of shares share of Common Stock into on the trading day immediately prior to the Ex-Date and the denominator of which this Warrant is exercisable as the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date less the sum of the (1) the amount of cash and (2) the Market Price of the assets, evidences of indebtedness and securities so distributed or of such Determination subscription rights per share of Common Stock outstanding on the trading day immediately prior to the Ex-Date (determined for such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect purpose on the Business Day immediately preceding the Record Date by an amount equal to the fair market value basis of the assets aggregate assets, evidences of indebtedness and/or rights distributed with respect to be distributed divided by the number of shares one share of Common Stock as to which such Distribution is to be madeif, for purposes of the definition of “Market Price”, such fair market value to be reasonably assets, evidences of indebtedness, securities and/or rights were an “Other Security” as defined herein) (as determined in good faith by the independent members Board of Directors of the Company’s Board , whose determination shall be conclusive, and described in a statement filed with the Warrant Agent). Such adjustments shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of Directorsstockholders entitled to receive such distribution. Upon receipt In the event of any adjustment to any Warrant pursuant to this Section 6(b), the Exercise Price for such Warrant shall be appropriately adjusted such that it shall in all cases be equal to the aggregate par value of all Warrant Shares then issuable upon exercise or conversion of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceWarrant.

Distributions. If, at any time If after the Issue Date, date hereof the Company declares or makes any distribution shall distribute to all holders of cash or any other its shares of Common Stock evidences of its indebtedness, shares of another class of capital stock ("Other Shares"), assets (excluding cash distributions made as a dividend payable out of earnings or out of surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or rights to acquire such assets) subscribe to holders shares of Common Stock, including without limitation any dividend then in each such case, unless the Company elects to reserve such indebtedness, assets, rights or shares for distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock each holder of a subsidiary) (a “Distribution”)Warrant upon the exercise of the Warrants so that such holder will receive upon such exercise, in addition to the shares of Common Stock to which such holder is entitled, the Company shall deliver written notice amount and kind of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days indebtedness, assets, rights or shares which such holder would have received if such holder had, immediately prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier distribution of such dates being referred to as indebtedness, assets, rights or shares, exercised the “Determination Date”). Upon receipt of the Distribution NoticeWarrants and received Common Stock, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by prior to such distribution shall be decreased to an amount equal to determined by multiplying such Exercise Price by a fraction, the numerator of which is the Fair Value of a share of the Common Stock at the date of such distribution less the fair market value of the evidences of indebtedness, Other Shares, assets to be or subscription rights as the case may be, so distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members Board of Directors of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed conclusive, and described in a reasonably detailed statement filed with the Warrant Agent) and the denominator of which is the Fair Value of a share of Common Stock at such date. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to have elected clause (A) of the preceding sentencereceive such distribution.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock (including without limitation any dividend or distribution to the Company’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen ten (1510) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt In the event of the Distribution Noticea Distribution, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt Directors of the Company and approved by the holders of a majority of the Registrable Securities into which the Warrants are then exercisable (without giving effect to any restrictions on such election notice from exercise); provided, however, that if the HolderHolder notifies the Company prior to the Determination Date that it wishes to receive its share of the assets being distributed, the Company shall timely effectuate deliver to the transaction or adjustment contemplated in Holder, at the foregoing clause same time that it makes such Distribution to its stockholders, the same amount and type of assets (Aincluding, without limitation, cash) or being distributed as though the Holder were, on the Determination Date, the holder of a number of Conversion Shares into which this Note is convertible as of such Determination Date (Bsuch number of shares to be determined without giving effect to any limitations on such conversion), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of reduce the Exercise Price as described in the preceding sentence.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Date, average net income per share of the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution for the four quarters ended immediately prior to the Company’s stockholders payment of such dividend, or a dividend payable in shares Preferred Stock (which dividend, for purposes of this Agreement, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to acquire shares) of capital stock of a subsidiary) (a “Distribution”in Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Per Share Market Price of the Preferred Stock (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the HolderBoard, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and the denominator of which shall be such Current Per Share Market Price of the Preferred Stock (as determined pursuant to Section 11.4); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any ------------- distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written ------------ notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen ------------------- ten (1510) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record ------ Date”") and (ii) the date on which such Distribution is made (the “---- "Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”"). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be ----------------- exercised by written notice delivered to the Company on or before the tenth (310th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any exercise of this Warrant on or after the Record Date, to be entitled to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Distribution Date (for any exercise effected on or prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as of issuable upon such Determination Date exercise (such number of shares to be determined without giving effect to any limitations on such exerciseexercise contained in this Warrant) had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise of this Warrant on or after the Distribution Record Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as ---------- to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) Directors of the preceding sentenceCompany.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any ------------- distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written ------------ notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen ------------------- ten (1510) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record ------ Date”") and (ii) the date on which such Distribution is made (the “---- "Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”"). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be ----------------- exercised by written notice delivered to the Company on or before the tenth (310th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any exercise of this Warrant on or after the Record Date, to be entitled to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Distribution Date (for any exercise effected on or prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as issuable upon such exercise had the Holder been the holder of such Determination shares of Common Stock on the Record Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Record Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such ---------- Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) Directors of the preceding sentenceCompany.

Distributions. IfCash and other property, other than Tax Advances which shall be made solely as provided in Section 4.3(a), shall be distributed to the Members solely at such times and in such amounts as the Board of Directors shall determine; provided, however, that the proceeds of any Final Sale shall be distributed by the Company to the Members in accordance with Section 4.2(a) within thirty (30) Business Days (the “Final Sale Distribution Deadline”) following the consummation of such Final Sale unless the Board of Directors, with the prior written consent of the LINN Incentive Members, determine to cause the Company to retain any amount of such proceeds solely for the use of the Company; provided, further, (1) that if any of the proceeds of any Final Sale are in the form of Marketable Securities, the Final Sale Distribution Deadline will not begin with respect to such Marketable Securities until such time as any of such Marketable Securities are sold or otherwise Transferred for cash, after which time the Final Sale Distribution Deadline will begin with respect to such proceeds, subject to clause (2) of this sentence (for the avoidance of doubt, any cash received in a Final Sale will be immediately subject to the Final Sale Distribution Deadline), and (2) that any amount of proceeds of such Final Sale subject to any holdback, indemnity, escrow, earnout, purchase price adjustment or other similar deferred payment mechanism or other reserves or expenses relating to the winding up of the Company (such amount to be determined in the sole discretion of the Quantum Directors) shall not be paid at such time and shall instead be distributed by the Company after the Issue Daterelevant time period has ended for such holdback, indemnity, escrow, earnout, purchase price adjustment or other similar deferred payment mechanism or other reserves or expenses relating to the winding up of the Company. Notwithstanding anything to the contrary in this Section 4.2, the Company declares may withhold 30% of the proceeds payable to LINN, as a LINN Incentive Member, from a Final Sale, or makes any distribution of cash or any other assets (or rights to acquire if applicable, Interim Sale, until such assets) to holders of Common Stock, including without limitation any dividend or distribution time as Quantum consents to the Company’s stockholders determinations regarding the supplemental performance bonus plan of LINN as described in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled Exhibit D related to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencedistribution.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be exercised by written notice delivered to the Company on or before the fifteenth (315th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any exercise of this Warrant on or after the Record Date, to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder werebe entitled to receive, on the Determination Distribution Date (for any exercise effected prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as of issuable upon such Determination Date exercise (such number of shares to be determined without giving effect to any limitations on such exerciseexercise contained in this Warrant or the Securities Purchase Agreement) had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from Notwithstanding anything herein to the Holdercontrary, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If if the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, whether the Holder shall be deemed to have has elected clause (A) of or (B) in the preceding sentencesentence by the date that is fifteen (15) Business Days after the date on which the Company delivers a Distribution Notice to the Holder, the Company shall have the right, exercisable upon written notice to the Holder, to determine whether clause (A) or (B) shall be applicable to exercises of this Warrant effected on or after the Distribution Date.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Series A Preferred Shares (including any such distribution made in connection with a consolidation, amalgamation or merger in which the Company is the continuing or surviving company) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Date, average net income per share of the Company declares for the four quarters ended immediately prior to the payment of such dividend, or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any a dividend or distribution bonus issue payable in Series A Preferred Shares (which dividend or bonus issue, for purposes of this Agreement, shall be subject to the Company’s stockholders provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Series A Preferred Shares (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the HolderBoard, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent and shall be binding on the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Series A Preferred Share and the denominator of which shall be such current per share market price of the Series A Preferred Shares (as determined pursuant to Section 11.4); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

Distributions. IfNotwithstanding anything to the contrary contained herein (including, at any time after for the Issue Dateavoidance of doubt, Section 2(j)), the Company declares Holder, as the holder of this Warrant, shall be entitled to receive, and shall be paid by the Company, any dividend paid or makes any distribution of cash or any other assets (or rights kind made to acquire such assets) to the holders of Common Stock, including other than a dividend or distribution resulting in an adjustment pursuant to Section 4(a), to the same extent as if the Holder had exercised this Warrant in full in a Cash Exercise (without limitation regard to the Beneficial Ownership Limitation or any other limitations on exercise herein or elsewhere and without regard to whether or not a sufficient number of shares are authorized, reserved and available to effect any such exercise and issuance) and had held such Warrant Shares on the record date for such dividend or distribution (or, if there is no record date therefor, on the date of such dividend or distribution). Payments or distributions under this Section 4(b) shall be made concurrently with the dividend or distribution to holders of the Company’s stockholders in shares (Common Stock. For the avoidance of doubt, if at any time the Company grants, issues or sells any options, convertible securities or rights to acquire shares) purchase stock, warrants, securities or other property pro rata to the record holders of any class of its capital stock of a subsidiary) (a the “DistributionPurchase Rights”), the Company shall deliver written notice of and such Distribution (grant, issuance or sale does not result in a “Distribution Notice”) dividend or distribution resulting in an adjustment pursuant to Section 4(a), then the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders will be entitled to such Distribution (acquire, upon the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price terms applicable to such exercise by reducing Purchase Rights, the Exercise Price in effect on aggregate Purchase Rights that the Business Day immediately preceding Holder could have acquired if the Record Date by an amount equal to the fair market value of the assets to be distributed divided by Holder had held the number of shares of Common Stock acquirable upon exercise in full of this Warrant (without regard to the Beneficial Ownership Limitation or any other limitations on exercise herein or elsewhere and without regard to whether or not a sufficient number of shares are authorized, reserved and available to effect any such exercise and issuance) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as to of which such Distribution is the record holders of Common Stock are to be madedetermined for the grant, issue or sale of such fair market value Purchase Rights. For the avoidance of doubt, in the case of a dividend or distribution for which an adjustment is required to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election made pursuant to the preceding sentence on or prior to the Determination DateSection 4(a), the Holder shall not be deemed entitled to have elected clause (A) of the preceding sentenceparticipate in such dividend or distribution pursuant to this Section 4(b).

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt In the event of the Distribution Noticea Distribution, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Conversion Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt Directors and approved by the holders of such election notice from a majority in principal amount of the HolderNotes; provided, however, that if the Holder notifies the Company prior to the Determination Date that it wishes to receive its share of the assets being distributed, the Company shall timely effectuate deliver to the transaction or adjustment contemplated in Holder, at the foregoing clause same time that it makes such Distribution to its stockholders, the same amount and type of assets (Aincluding, without limitation, cash) or being distributed as though the Holder were, on the Determination Date, the holder of a number of Conversion Shares into which this Note is convertible as of such Determination Date (Bsuch number of shares to be determined without giving effect to any limitations on such conversion), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of reduce the Conversion Price as described in the preceding sentence.

Distributions. If, at any time after If the Issue Date, Corporation shall fix a record date for the Company declares making of a dividend or makes any other distribution of cash (by spin-off or any other assets (or rights to acquire such assetsotherwise) to holders on shares of Common Stock, whether in cash, Equity Interests of the Corporation, other securities of the Corporation, evidences of indebtedness of the Corporation or any other Person or any other property (including without limitation any dividend Equity Interests, other securities or distribution to the Company’s stockholders in shares (or rights to acquire shares) evidences of capital stock indebtedness of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeor any combination thereof, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected excluding (A) dividends or distributions subject to receive adjustment pursuant to Section 12(i), (B) Ordinary Cash Dividends or (C) dividends or distributions of rights in connection with the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder adoption of a number stockholder rights plan (adopted in accordance with the Framework Agreement) in customary form (including with respect to the receipt of such rights in respect of shares of Common Stock into which (including Warrant Shares) issued subsequent to the initial dividend or distribution of such rights), then in each such case, the number of Warrant Shares issuable upon exercise of this Warrant is in full (disregarding whether or not this Warrant had been exercisable as of by its terms at such Determination Date (time) shall be increased by multiplying such number of shares Warrant Shares by a fraction, the numerator of which is the Market Price per share of Common Stock on such record date and the denominator of which is the Market Price per share of Common Stock on such record date less the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution); such adjustment shall take effect on the record date for such dividend or distribution. In the event of such adjustment, the Exercise Price shall immediately be decreased by multiplying such Exercise Price by a fraction, the numerator of which is the number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to such adjustment (disregarding whether or not this Warrant was exercisable by its terms at such time), and the denominator of which is the new number of Warrant Shares issuable upon exercise of this Warrant determined without in accordance with the immediately preceding sentence. Notwithstanding the foregoing, in the event that the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution) is equal to or greater than the Market Price per share of Common Stock on such record date, then proper provision shall be made such that upon exercise of this Warrant, the Warrantholder shall receive, in addition to the applicable Warrant Shares, the amount and kind of such cash and/or any other property such Warrantholder would have received had such Warrantholder exercised this Warrant immediately prior to such record date (disregarding whether or not this Warrant had been exercisable by its terms at such time). For purposes of the foregoing, in the event that such dividend or distribution in question is ultimately not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such dividend or distribution, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 12(iii). Notwithstanding the foregoing provisions of this Section 12(iii), in the event that all or any portion of any such dividend or other distribution is in Other Voting Securities, then with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable), the Warrantholder shall have the option, exercisable in writing delivered to the Corporation within 7 days of such Warrantholder’s receipt of the Corporation’s notice pursuant to Section 12(ix) relating to such dividend or other distribution, to elect (1) for the foregoing adjustments set forth in this Section 12(iii) to apply with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable) or (2) in lieu of the foregoing adjustments set forth in this Section 12(iii) with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable), but, for all purposes of this clause (2), after giving effect to the foregoing adjustments set forth in this Section 12(iii) with respect to any limitations on portion of such exercisedividend or distribution that is in securities, cash and/or any other property, in each case other than Other Voting Securities, for its right to receive Warrant Shares upon exercise of this Warrant to be converted, effective as of the record date of such dividend or distribution, into the right to exercise this Warrant to acquire such Warrant Shares plus the Other Voting Securities that such Warrant Shares would have been entitled to receive upon consummation of such dividend or distribution, assuming the exercise in full of this Warrant immediately prior to such record date (disregarding whether or not this Warrant was exercisable by its terms at such time); provided that for purposes of this clause (2), (x) or (B) the number and type of Other Voting Securities so deliverable upon any exercise of this Warrant on shall be adjusted to take into account any stock or security dividends, splits, reverse splits, spin-offs, split-ups, mergers, reclassifications, reorganizations, recapitalizations, combinations or exchanges of securities and the like from and after the Distribution Dateconsummation of such dividend or distribution in question and at or prior to such exercise of this Warrant, and (y) with respect to reduce any such Other Voting Securities that are described in clause (b) of the Exercise Price definition of Other Voting Securities, the terms of such Other Voting Securities, as issued upon exercise of this Warrant, shall take into account any anti-dilution or other adjustments that would have been applicable to such exercise by reducing Other Voting Securities had such Other Voting Securities been outstanding from and after the Exercise Price consummation of such dividend or distribution in effect on question. In the Business Day immediately preceding the Record Date by an amount equal to the fair market value event that such dividend or distribution in question (or such portion thereof that is in Other Voting Securities, as applicable) is ultimately not so made, this Warrant shall be readjusted, effective as of the assets to be distributed divided by date when the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of Directors determines not to make such election notice from the Holderdividend or distribution (or such portion thereof that is in Other Voting Securities, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (Bas applicable), as applicable. If though the Holder does record date thereof had not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencebeen fixed.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”)date hereof, the Company shall deliver written notice distribute to all holders of its shares of New Avatex Common Stock, evidences of its indebtedness, shares of another class of capital stock ("Other Shares") or assets (excluding cash distributions made as a dividend payable out of earnings or out of surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or rights to subscribe to shares of New Avatex Common Stock, then in each such case, unless the Company elects to reserve such indebtedness, assets, rights or shares for distribution to each holder of a Warrant upon the exercise of the Warrants so that such holder will receive upon such exercise, in addition to the shares of New Avatex Common Stock to which such holder is entitled, the amount and kind of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days indebtedness, assets, rights or shares which such holder would have received if such holder had, immediately prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier distribution of such dates being referred to as indebtedness, assets, rights or shares, exercised the “Determination Date”). Upon receipt of the Distribution NoticeWarrants and received New Avatex Common Stock, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by prior to such distribution shall be decreased to an amount equal to determined by multiplying such Exercise Price by a fraction, the numerator of which is the Fair Value of a share of the New Avatex Common Stock at the date of such distribution less the fair market value of the assets to be assets, Other Shares or evidences of indebtedness, as the case may be, so distributed divided by the number or of shares of Common Stock such subscription rights (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members Board of Directors of the Company’s Board Company and supported by an opinion from an investment banking firm of Directors. Upon receipt of such election notice from the Holderrecognized national standing, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed conclusive, and described in a statement filed with the Warrant Agent) and the denominator of which is the Fair Value of a share of New Avatex Common Stock at such date. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to have elected clause (A) of the preceding sentencereceive such distribution.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock in respect of such Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s 's stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the Date") (the earlier of such dates being referred to as the “"Determination Date”"). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. IfLender shall be entitled to receive all Distributionsmade on or in respect of the Loaned Securities which are not otherwise received by Lender, at any time after to the Issue Datefull extent it would be so entitled if the Loaned Securities had not been lent to Borrower. Any cash Distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 8.1, shall be paid by the Company declares or makes any distribution transfer of cash or any other assets (or rights to acquire such assets) to holders of Common StockLender by Borrower, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) on the date on which any such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred paid to as the “Determination Date”). Upon receipt of the Distribution NoticeAxos Clearing, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to such cash Distribution, provided that if Lender is in Default at the fair market value time of such payment, Axos Clearing shall retain such Distribution until such Default is cured, Axos Clearing has agreed to waive such Default or Lender’s obligations to Axos Clearing have been satisfied. Non-cash Distributions that Lender is entitled to receive pursuant to Section 8.1 shall be added to the assets Loaned Securities on the date of Distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith transfer the same to Lender. Borrower shall be distributed divided entitled to receive all Distributions made on or in respect of non-cash Collateral which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been transferred to Lender. Any cash Distributions made on or in respect of such Collateral, which Borrower is entitled to receive pursuant to Section 8.3, shall be paid by the number transfer of shares cash to Borrower from any of Common Stock as to which Lender’s accounts carried by Borrower, on the date any such Distribution is paid, in an amount equal to be madesuch cash Distribution, so long as Borrower is not in Default at the time of such payment provided that if Axos Clearing is in Default at the time of such payment, such fair market value Distribution shall be retained until such Default is cured, such Default has been waived or Axos Clearing’s obligations to Lender have been satisfied. Non-cash Distributions that Borrower is entitled to receive pursuant to Section 8.3 shall be reasonably determined in good faith added to the Collateral on the date of Distribution and shall be considered such for all purposes, except that if each Loan secured by such Collateral has terminated, Lender shall forthwith transfer the same to Borrower. Unless otherwise agreed by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.parties:

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s 's stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen twenty (1520) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the Date") (the earlier of such dates being referred to as the “"Determination Date”"). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s stockholders shareholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders shareholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of In the Distribution NoticeNotice to the Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to the Holder, upon any exercise of this Class B Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Class B Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Class B Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holder of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. IfThe holders of the then outstanding Series C Preferred Shares shall be entitled to receive, when and as declared by the Board of Trustees out of any funds legally available therefor, cumulative distributions at any time after the Issue Daterate of $22.8125 per share per year, payable in equal amounts of $5.703125 per share quarterly in cash on the fifteenth day, or if not a Business Day, the Company declares or makes next succeeding Business Day, of January, April, July and October in each year, beginning October 15, 1996 (each such day being hereinafter called a "Quarterly Distribution Date" and each period ending on a Quarterly Distribution Date being hereinafter called a "Distribution Period"), to shareholders of record at the close of business on such date as shall be fixed by the Board of Trustees at the time of declaration of the distribution (the "Record Date"), which shall not be less than 10 nor more than 30 days preceding the Quarterly Distribution Date. The amount of any distribution of cash or payable for the initial Distribution Period and for any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to Distribution Period shorter than a full Distribution Period shall be prorated and computed on the Company’s stockholders in shares (or rights to acquire shares) of capital stock basis of a subsidiary) (a “Distribution”)360-day year of twelve 30-day months. Distributions on each share of Series C Preferred Shares shall accrue and be cumulative from and including the date of original issue thereof, the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of whether or not (i) the record date for determining stockholders entitled to distributions on such Distribution (the “Record Date”) and shares are earned or declared or (ii) on any Quarterly Distribution Date there shall be funds legally available for the date payment of distributions. Distributions paid on which such Distribution is made (the “Distribution Date”)(the earlier Series C Preferred Shares in an amount less than the total amount of such dates being referred to as distributions at the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount time accrued and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations payable on such exercise) or (B) upon shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. The amount of any exercise distributions accrued on any Series C Preferred Shares at any quarterly Distribution Date shall be the amount of this Warrant on or after the any unpaid distributions accumulated thereon, to and including such Quarterly Distribution Date, to reduce whether or not earned or declared, and the Exercise Price applicable to such exercise by reducing the Exercise Price in effect amount of distributions accrued on the Business Day immediately preceding the Record any shares of Series C Preferred Shares at any date other than a Quarterly Distribution Date by an amount shall be equal to the fair market value sum of the assets amount of any unpaid distributions accumulated thereon, to be distributed divided by and including the number of shares of Common Stock as to which such last preceding Quarterly Distribution is to be madeDate, such fair market value to be reasonably determined in good faith by whether or not earned or declared, plus an amount calculated on the independent members basis of the Company’s Board annual distribution rate of Directors. Upon receipt $22.8125 for the period after such last preceding Quarterly Distribution Date to and including the date as of such election notice from which the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company calculation is made based on a 360-day year of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencetwelve 30-day months.

Distributions. If(i) Partnership Preferred Security Holders shall be entitled to receive, when, as and if declared by the General Partner, cumulative Distributions at a rate per annum of % of the stated liquidation preference of $50 per Partnership Preferred Security, calculated on the basis of a 360-day year consisting of 12 months of 30 days each. For any time after period shorter than a full quarter period, Distributions will be computed on the Issue Datebasis of the actual number of days elapsed in such period. Distributions shall be payable quarterly in arrears in United States dollars and, to the Company declares or makes any distribution extent Partnership Preferred Security Holders deliver a Notice of cash or any other assets (or rights Distribution Election instructing the General Partner to acquire such assets) to holders pay Distributions on a specified portion of the Interests in Common Stock, including without limitation any dividend or distribution subject to the Company’s stockholders provisions of Section 6.4, in shares (Common Stock. If all or rights to acquire shares) of capital stock a portion of a subsidiary) (distribution is made in Common Stock as a “Distribution”)result of a Notice of Distribution Election, the Company shall deliver written notice amount of such Distribution (distribution on a “Distribution Notice”) to the Partnership Preferred Security that a Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders shall be entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder receive shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares be an Equivalent Value of Common Stock into which this Warrant is exercisable as at the Share Transfer and Valuation Date regardless of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of such stock at the assets time of its distribution by Citizens Capital. Such Distributions will accrue and be cumulative whether or not they have been declared and whether or not there are funds of Citizens Capital legally available for the payment of Distributions. Distributions on the Partnership Preferred Securities shall be cumulative from the first Closing Date. Additional Distributions upon any Distribution arrearages shall be declared and paid in order to be distributed divided by the number of shares of Common Stock as to which provide, in effect, quarterly compounding on such Distribution arrearages at a rate of ___% per annum compounded quarterly, and such Additional Distributions shall accumulate. In the event that any date on which Distributions are payable on the Partnership Preferred Securities is to not a Business Day, then payment of the Distribution payable on such date will be mademade on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder payment shall be deemed to have elected clause (A) of made on the immediately preceding sentenceBusiness Day, in each case with the same force and effect as if made on such date.

Distributions. If, at any time after the Issue Date, In case the Company declares shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or makes any distribution merger in which the Company is the continuing or surviving corporation) of cash evidences of indebtedness, cash, securities or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any other than a regular periodic cash dividend or distribution a dividend payable in Preferred Shares (which dividend, for purposes of this Agreement, shall be subject to the Company’s stockholders provisions of Section 11.1.1)) or convertible securities, or subscription rights or warrants (excluding those referred to in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Shares (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares (as determined pursuant to Section 11.4) provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Dateaverage net income per share of the Company for the four quarters ended immediately prior to the payment of such dividend, or a dividend payable in Preferred Shares (which dividend, for purposes of this Agreement, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to in Section 11.2), the Company declares or makes any distribution Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of cash or any other assets which shall be the current per share market price of the Preferred Shares (or rights as determined pursuant to acquire Section 11.4) on such assets) to holders record date, less the fair market value (as determined by the Board of Common Stock, including without limitation any dividend or distribution to Directors of the Company’s stockholders , whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares (as determined pursuant to Section 11.4); PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares (or rights to acquire shares) of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a subsidiary) (a “Distribution”)record date is fixed; and in the event that such distribution is not so made, the Company Purchase Price shall deliver written notice of again be adjusted to be the Purchase Price which would then be in effect if such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does had not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencebeen fixed.

Distributions. If, at any time If after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), date hereof the Company shall deliver written notice distribute to all holders of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of its shares of Common Stock into which this Warrant is exercisable evidences of its indebtedness or assets (excluding cash distributions made as a dividend payable out of such Determination Date (such number earnings or out of shares to be determined without giving effect to any limitations on such exercisesurplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or rights to subscribe for shares of Common Stock expiring at least thirty (B30) upon any exercise of this Warrant on or days after the Distribution Dateissuance thereof, to reduce the Exercise Price applicable to then in each such exercise by reducing case (i) the Exercise Price in effect on the Business Day trading day immediately preceding following the Record Date by close of business on the record date for such distribution shall be decreased to an amount equal determined by multiplying such Exercise Price by a fraction, the numerator of which is the Market Price of a share of the Common Stock on the trading day immediately prior to the fair market value Ex-Date less the Market Price of the assets or evidences of indebtedness so distributed or of such subscription rights per share of Common Stock outstanding on the trading day immediately prior to be the Ex-Date (determined for such purpose on the basis of the aggregate assets, evidences of indebtedness and/or rights distributed divided by the number of shares with respect to one share of Common Stock as to which such Distribution is to be madeif, for purposes of the definition of “Market Price”, such fair market value to be reasonably assets, evidences of indebtedness and/or rights were an “Other Security”) (as determined in good faith by the independent members Board of Directors of the Company’s Board , whose determination shall be conclusive, and described in a statement filed with the Warrant Agent) and the denominator of Directors. Upon receipt which is the Market Price of such election notice from a share of Common Stock on the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or trading day immediately prior to the Determination Date, Ex-Date and (ii) the Holder number of Shares of Common Stock purchasable upon the exercise of any Warrant after such event shall be deemed the number of Shares of Common Stock obtained by multiplying the number of Shares of Common Stock purchasable immediately prior to have elected clause (A) such adjustment upon the exercise of such Warrant by the preceding sentenceExercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise Price in effect after such adjustment. Such adjustments shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution.

Distributions. If, at any time after the Issue Date, (i) If the Company declares shall fix a record date for the making of a dividend or makes any other distribution (by spin-off or otherwise) on shares of cash Common Stock other than in cash, whether in other securities of the Company (including rights), evidences of indebtedness of the Company or any other assets Person or any other property (including securities or rights to acquire such assets) to holders evidences of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock indebtedness of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of or any combination thereof, excluding (i) the record date for determining stockholders entitled dividends or distributions subject to such Distribution (the “Record Date”adjustment pursuant to Section 4(a) and or (ii) dividends or distributions of rights in connection with the date on which such Distribution is made adoption of a stockholder rights plan in customary form (including with respect to the “Distribution Date”)(the earlier receipt of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but rights in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number respect of shares of Common Stock into which this (including Warrant is exercisable as Shares) issued subsequent to the initial dividend or distribution of such Determination Date (rights), then in each such case, the number of shares to be determined without giving effect to any limitations on such exercise) or (B) Warrant Shares issuable upon any exercise of this Warrant in full shall be increased by multiplying such number of Warrant Shares by a fraction, the numerator of which is the Market Price per share of Common Stock on or after such record date and the denominator of which is the Market Price per share of Common Stock on such record date less the Distribution DateFair Market Value of the securities and/or any other property, as applicable, to reduce be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution); such adjustment shall be effective as of the record date for such dividend or distribution. In the event of such adjustment, the Warrant Exercise Price applicable to shall immediately be decreased by multiplying such exercise by reducing the Warrant Exercise Price in effect on by a fraction, the Business Day immediately preceding the Record Date by an amount equal to the fair market value numerator of the assets to be distributed divided by which is the number of shares Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to such adjustment, and the denominator of which is the new number of Warrant Shares issuable upon exercise of this Warrant determined in accordance with the immediately preceding sentence. Notwithstanding the foregoing, in the event that the Distribution Fair Market Value of the securities and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt record date of such election notice from dividend or distribution) is equal to or greater than the HolderMarket Price per share of Common Stock on such record date, the Company then proper provision shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company be made such that upon exercise of its election pursuant to the preceding sentence on or prior to the Determination Datethis Warrant, the Holder shall be deemed receive, in addition to the applicable Warrant Shares, the amount and kind of such securities and/or any other property such Holder would have elected clause (A) of the preceding sentencereceived had such Holder exercised this Warrant immediately prior to such record date.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s stockholders shareholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders shareholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of In the Distribution NoticeNotice to the Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to the Holder, upon any exercise of this Class A Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Class A Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Class A Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holder of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after a. Following receipt by the Issue Date, the Company declares or makes any distribution Down REIT Sub of cash or any other assets written notice (or rights to acquire such assetswhich notice shall specifically reference this Section 5 of this Agreement) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of from Lender that a subsidiary) Default has occurred and is continuing (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Default Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of ): (i) upon the record date for determining stockholders entitled written instruction of Lender and until instructions to such Distribution (the “Record Date”) contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the date on written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such Distribution rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account: Western National Trust Company Custody Account No. 0000000. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant or is exercisable as of such Determination Date (such number of shares required to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder made and shall be deemed to have elected clause (A) satisfy the obligations of the preceding sentenceDown REIT Sub or HCPI to make such payment thereunder. Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) subsidiary (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant on or after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day business day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time If after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), date hereof the Company shall deliver written notice distribute to all holders of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of its shares of Common Stock into which this Warrant is exercisable evidences of its indebtedness or assets (excluding cash distributions made as a dividend payable out of such Determination Date (such number earnings or out of shares to be determined without giving effect to any limitations on such exercisesurplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or rights to subscribe for shares of Common Stock expiring at least thirty (B30) upon any exercise of this Warrant on or calendar days after the Distribution Dateissuance thereof, to reduce the Exercise Price applicable to then in each such exercise by reducing case (i) the Exercise Price in effect on the Business Day trading day immediately preceding following the Record Date by close of business on the record date for such distribution shall be decreased to an amount equal determined by multiplying such Exercise Price by a fraction, the numerator of which is the Market Price of a share of the Common Stock on the trading day immediately prior to the fair market value Ex-Date less the Market Price of the assets or evidences of indebtedness so distributed or of such subscription rights per share of Common Stock outstanding on the trading day immediately prior to be the Ex-Date (determined for such purpose on the basis of the aggregate assets, evidences of indebtedness and/or rights distributed divided by the number of shares with respect to one share of Common Stock as to which such Distribution is to be madeif, for purposes of the definition of “Market Price”, such fair market value to be reasonably assets, evidences of indebtedness and/or rights were an “Other Security” as defined herein) (as determined in good faith by the independent members Board of Directors of the Company’s Board , whose determination shall be conclusive, and described in a statement filed with the Warrant Agent) and the denominator of Directors. Upon receipt which is the Market Price of such election notice from a share of Common Stock on the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or trading day immediately prior to the Determination Date, Ex-Date and (ii) the Holder number of Shares of Common Stock purchasable upon the exercise of any Warrant after such event shall be deemed the number of Shares of Common Stock obtained by multiplying the number of Shares of Common Stock purchasable immediately prior to have elected clause (A) such adjustment upon the exercise of such Warrant by the preceding sentenceExercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise Price in effect after such adjustment. Such adjustments shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution.

Distributions. If, at any time If after the Issue Date, date hereof the Company declares or makes any distribution shall distribute to all holders of cash or any its shares of Common Stock evidences of its indebtedness, shares of another class of capital stock other than Common Stock ("OTHER SHARES"), assets (excluding cash distributions made as a dividend payable out of earnings or out of surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or rights to acquire such assets) subscribe to holders shares of Common Stock, including without limitation any dividend then in each such case, unless the Company elects to reserve such indebtedness, assets, rights or shares for distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock each holder of a subsidiary) (a “Distribution”)Warrant upon the exercise of the Warrants so that such holder will receive upon such exercise, in addition to the shares of Common Stock to which such holder is entitled, the Company shall deliver written notice amount and kind of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days indebtedness, assets, rights or shares which such holder would have received if such holder had, immediately prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier distribution of such dates being referred to as indebtedness, assets, rights or shares, exercised the “Determination Date”). Upon receipt of the Distribution NoticeWarrants and received Common Stock, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by prior to such distribution shall be decreased to an amount equal to determined by multiplying such Exercise Price by a fraction, the numerator of which is the Fair Value of a share of the Common Stock at the date of such distribution less the fair market value of the evidences of indebtedness, Other Shares, assets to be or subscription rights as the case may be, so distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members Board of Directors of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed conclusive, and described in a reasonably detailed statement filed with the Warrant Agent) and the denominator of which is the Fair Value of a share of Common Stock at such date. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to have elected clause (A) of the preceding sentencereceive such distribution.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be exercised by written notice delivered to the Company on or before the fifteenth (315th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any exercise of this Warrant on or after the Record Date, to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder werebe entitled to receive, on the Determination Distribution Date (for any exercise effected prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as of issuable upon such Determination Date exercise (such number of shares to be determined without giving effect to any limitations on such exerciseexercise contained in this Warrant or the Purchase Agreement) had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from Notwithstanding anything herein to the Holdercontrary, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If if the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, whether the Holder shall be deemed to have has elected clause (A) of or (B) in the preceding sentencesentence by the date that is fifteen (15) Business Days after the date on which the Company delivers a Distribution Notice to the Holder, the Company shall have the right, exercisable upon written notice to the Holder, to determine whether clause (A) or (B) shall be applicable to exercises of this Warrant effected on or after the Distribution Date.

Distributions. If, at any time after If the Issue Date, Corporation shall fix a record date for the Company declares making of a dividend or makes any other distribution of cash (by spin-off or any other assets (or rights to acquire such assetsotherwise) to holders on shares of Common Stock, whether in cash, Equity Interests of the Corporation, other securities of the Corporation, evidences of indebtedness of the Corporation or any other Person or any other property (including without limitation any dividend Equity Interests, other securities or distribution to the Company’s stockholders in shares (or rights to acquire shares) evidences of capital stock indebtedness of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeor any combination thereof, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected excluding (A) dividends or distributions subject to receive adjustment pursuant to Section 12(i) or (B) dividends or distributions of rights in connection with the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder adoption of a number stockholder rights plan in customary form (including with respect to the receipt of such rights in respect of shares of Common Stock into which (including Warrant Shares) issued subsequent to the initial dividend or distribution of such rights), then in each such case, the number of Warrant Shares issuable upon exercise of this Warrant is in full (disregarding whether or not this Warrant had been exercisable as of by its terms at such Determination Date (time) shall be increased by multiplying such number of shares Warrant Shares by a fraction, the numerator of which is the Market Price per share of Common Stock on such record date and the denominator of which is the Market Price per share of Common Stock on such record date less the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution); such adjustment shall take effect on the record date for such dividend or distribution. In the event of such adjustment, the Exercise Price shall immediately be decreased by multiplying such Exercise Price by a fraction, the numerator of which is the number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to such adjustment (disregarding whether or not this Warrant was exercisable by its terms at such time), and the denominator of which is the new number of Warrant Shares issuable upon exercise of this Warrant determined without in accordance with the immediately preceding sentence. Notwithstanding the foregoing, in the event that the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution) is equal to or greater than the Market Price per share of Common Stock on such record date, then proper provision shall be made such that upon exercise of this Warrant, the Warrantholder shall receive, in addition to the applicable Warrant Shares, the amount and kind of such cash and/or any other property such Warrantholder would have received had such Warrantholder exercised this Warrant immediately prior to such record date (disregarding whether or not this Warrant had been exercisable by its terms at such time). For purposes of the foregoing, in the event that such dividend or distribution in question is ultimately not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such dividend or distribution, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 12(iii). Notwithstanding the foregoing provisions of this Section 12(iii), in the event that all or any portion of any such dividend or other distribution is in Other Voting Securities, then with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable), the Warrantholder shall have the option, exercisable in writing delivered to the Corporation within seven Business Days of such Warrantholder’s receipt of the Corporation’s notice pursuant to Section 12(ix) relating to such dividend or other distribution, to elect (1) for the foregoing adjustments set forth in this Section 12(iii) to apply with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable) or (2) in lieu of the foregoing adjustments set forth in this Section 12(iii) with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable), but, for all purposes of this clause (2), after giving effect to the foregoing adjustments set forth in this Section 12(iii) with respect to any limitations on portion of such exercisedividend or distribution that is in securities, cash and/or any other property, in each case other than Other Voting Securities, for its right to receive Warrant Shares upon exercise of this Warrant to be converted, effective as of the record date of such dividend or distribution, into the right to exercise this Warrant to acquire such Warrant Shares plus the Other Voting Securities that such Warrant Shares would have been entitled to receive upon consummation of such dividend or distribution, assuming the exercise in full of this Warrant immediately prior to such record date (disregarding whether or not this Warrant was exercisable by its terms at such time); provided that for purposes of this clause (2), (x) or (B) the number and type of Other Voting Securities so deliverable upon any exercise of this Warrant on shall be adjusted to take into account any stock or security dividends, splits, reverse splits, spin-offs, split-ups, mergers, reclassifications, reorganizations, recapitalizations, combinations or exchanges of securities and the like from and after the Distribution Dateconsummation of such dividend or distribution in question and at or prior to such exercise of this Warrant, and (y) with respect to reduce any such Other Voting Securities that are described in clause (b) of the Exercise Price definition of Other Voting Securities, the terms of such Other Voting Securities, as issued upon exercise of this Warrant, shall take into account any anti-dilution or other adjustments that would have been applicable to such exercise by reducing Other Voting Securities had such Other Voting Securities been outstanding from and after the Exercise Price consummation of such dividend or distribution in effect on question. In the Business Day immediately preceding the Record Date by an amount equal to the fair market value event that such dividend or distribution in question (or such portion thereof that is in Other Voting Securities, as applicable) is ultimately not so made, this Warrant shall be readjusted, effective as of the assets to be distributed divided by date when the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of Directors determines not to make such election notice from the Holderdividend or distribution (or such portion thereof that is in Other Voting Securities, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (Bas applicable), as applicable. If though the Holder does record date thereof had not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencebeen fixed.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”"DISTRIBUTION"), the Company shall deliver written notice of such Distribution (a “Distribution Notice”"DISTRIBUTION NOTICE") to the Holder at least fifteen (15) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”"RECORD DATE") and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”"DISTRIBUTION DATE"). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be exercised by written notice delivered to the Company on or before the fifteenth (315th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any exercise of this Warrant on or after the Record Date, to be entitled to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Distribution Date (for any exercise effected on or prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as issuable upon such exercise had the Holder been the holder of such Determination shares of Common Stock on the Record Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Record Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by a nationally recognized investment banking firm retained by the independent members Company and reasonably acceptable to the holders of a majority of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceOutstanding Registrable Securities.

Distributions. If(a) The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions (including any Additional Interest Amounts) will be made on the Trust Securities at the rate and on the dates that payments of interest (including any Additional Interest) are made on the Notes. Accordingly: Distributions on the Trust Securities shall be cumulative, and shall accumulate whether or not there are funds of the Trust available for the payment of Distributions. Distributions shall accumulate from November 14, 2002, and, except as provided in clause (ii) below, shall be payable quarterly in arrears on February 15, May15, August 15 and November 15 of each year, commencing on February 15, 2003. If any date on which a Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall be made on the next succeeding Business Day (and no interest shall accrue in respect of the amounts whose payment is so delayed for the period from and after each such date until the next succeeding Business Day), except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date (each date on which Distributions are payable in accordance with this Section 4.1(a)(i), a "Distribution Date"); in the event (and to the extent) that the Depositor exercises its right under the Indenture to defer the payment of interest on the Notes, Distributions on the Trust Securities shall be deferred. Under the Indenture, so long as no Note Event of Default has occurred and is continuing, the Depositor shall have the right, at any time after and from time to time during the Issue Dateterm of the Notes, to defer the payment of interest on the Notes for a period of up to twenty (20) consecutive quarterly interest payment periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest on the Notes shall be due and payable (except any Additional Tax Sums that may be due and payable). No interest on the Notes shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent payment of such interest would be legally enforceable) at the rate equal to LIBOR plus 3.35% per annum (provided, that, the Company declares applicable interest rate shall not exceed 12% through the Interest Payment Date in November 2007) compounded quarterly, from the dates on which amounts would have otherwise been due and payable until paid or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to until funds for the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”)payment thereof have been made available for payment. If Distributions are deferred, the Company deferred Distributions (including Additional Interest Amounts) shall deliver written notice be paid on the date that the related Extension Period terminates, to Holders of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to Trust Securities as they appear on the earlier to occur books and records of (i) the Trust on the record date immediately preceding such termination date. Distributions shall accumulate in respect of the Trust Securities at a variable rate equal to LIBOR plus 3.35% per annum, applied to the Liquidation Amount of the Trust Securities, such rate being the rate of interest payable on the Notes, provided that the applicable Distribution rate shall not exceed 12% per annum through the Distribution Date in November 2007. LIBOR shall be determined by the Calculation Agent in accordance with Schedule A. The amount of Distributions payable for determining stockholders entitled to such any period less than a full Distribution (period shall be computed on the “Record Date”) basis of a 360-day year and (ii) the date on which such actual number of days elapsed in the relevant Distribution is made (the “Distribution Date”)(the earlier period. The amount of Distributions payable for any period shall include any Additional Interest Amounts in respect of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount period; and type of assets (including, without limitation, cash) being distributed as though the Holder were, Distributions on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as Trust Securities shall be made by the Paying Agent from the Payment Account and shall be payable on each Distribution Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceDistributions.

Distributions. If, at any time If after the Issue Date, date hereof and prior to the ------------- Expiration Date the Company declares or makes any shall distribute to all holders of its shares of Common Stock evidences of its indebtedness, shares of another class of capital stock (other than a distribution otherwise constituting an Organic Change for purposes of cash or any other Section 3.4 hereof) ("Other Shares"), assets (excluding cash ------------ distributions made as a periodic dividend and legally available for dividends under the New Jersey Business Corporation Act) or rights to acquire such assets) subscribe to holders shares of Common Stock, including without limitation any dividend then in each such case, unless the Company elects to reserve such indebtedness, assets, rights or shares for distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock each holder of a subsidiary) (a “Distribution”)Warrant upon the exercise of the Warrants so that such holder will receive upon such exercise, in addition to the shares of Common Stock to which such holder is entitled, the Company shall deliver written notice amount and kind of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days indebtedness, assets, rights or shares which such holder would have received if such holder had, immediately prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier distribution of such dates being referred to as indebtedness, assets, rights or shares, exercised the “Determination Date”). Upon receipt of the Distribution NoticeWarrants and received Common Stock, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by prior to such distribution shall be decreased to an amount equal to determined by multiplying such Warrant Price by a fraction, the fair market value numerator of which is the assets to be distributed divided by the number Market Price of shares a share of Common Stock as of the close of business on the business day immediately preceding the record date for the determination of the shareholders entitled to which receive such Distribution is to be madedistribution less the fair value as of such record date of the evidences of indebtedness, such fair market value to be reasonably Other Shares, assets or subscription rights as the case may be, so distributed (as determined in good faith by the independent members Board of Directors of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Aconclusive, and described in a reasonably detailed statement filed with the Warrant Agent) and the denominator of which is the Market Price of a share of Common Stock as of the close of business on the business day immediately preceding sentencethe record date for the determination of the shareholders entitled to receive such distribution. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s 's stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the Date") (the earlier of such dates being referred to as the “"Determination Date”"). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If(a) The holders of Series Three Preferred Units shall be entitled to receive, at any time after the Issue in respect of each Distribution Payment Date, when, as and if authorized and declared by the Company declares or makes any distribution General Partner out of assets legally available for that purpose, cumulative preferential distributions payable in cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution in an amount per Series Three Preferred Unit equal to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur greater of (i) the record date Stated Quarterly Distribution for determining stockholders entitled to such Distribution (the “Record Date”) and Payment Date or (ii) the date on which Ratchet Distribution for such Distribution Payment Date. Such distributions shall, with respect to each Series Three Preferred Unit, be cumulative from and including its Issue Date, whether or not in, or with respect to, any Distribution Period or Periods (i) such distributions are declared, (ii) the Partnership is made contractually prohibited from paying such distributions or (iii) there shall be assets of the Partnership legally available for the payment of such distributions, and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in arrears on Distribution Payment Dates, commencing on the first Distribution Payment Date after the Issue Date of such Series Three Preferred Units. Distributions are cumulative from the most recent Distribution Payment Date to which distributions have been paid, whether or not, or with respect to, in any Distribution Period or Periods (i) such distributions are declared, (ii) the Partnership is contractually prohibited from paying such distributions or (iii) there shall be assets legally available therefor. Each such distribution shall be payable in arrears to the holders of record of the Series Three Preferred Units, as they appear on the records of the Partnership at the close of business on such record dates, not more than 30 days preceding the applicable Distribution Payment Date (the “"Distribution Date”)(the earlier Payment Record Date") (or, in the case of such dates being referred a Distribution Payment Record Date that coincides with a record date for payment of distributions on Common Units, not more than 60 days preceding the applicable Distribution Payment Date), as shall be fixed by the General Partner; provided, however, that with respect to as the “Determination Date”). Upon receipt of first Distribution Period, the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of Payment Record Date for such Determination Date (such number of shares to period will be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Issue Date. Accrued and unpaid distributions for any past Distribution Periods and any additional amounts as provided in subsection (f) may be authorized and declared and paid at any time, without reference to any regular Distribution Payment Date, to reduce the Exercise Price applicable to holders of record on such exercise by reducing the Exercise Price in effect on the Business Day immediately date, not exceeding 45 days preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be madepayment date thereof (or, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (Bcase of a record date that coincides with a record date for payment of distributions on Common Units, not more than 60 days preceding the applicable payment date thereof), as applicable. If may be fixed by the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceGeneral Partner.

Distributions. If(a) Rate. Holders of Designated Preferred shall be entitled to receive, at any time after on each unit of Designated Preferred if, as and when declared by the Issue Date, Board of Managers of the Company declares or makes any distribution of cash Issuer or any other duly authorized committee of the Board of Managers, but only out of assets legally available therefor, cumulative cash distributions with respect to each Distribution Period (or rights to acquire such assetsas defined below) to holders of Common Stock, including without limitation any dividend or distribution at a rate per annum equal to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Applicable Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of Rate on (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) Capital Amount per unit of Designated Preferred and (ii) the date amount of accrued and unpaid distributions for any prior Distribution Period on which such unit of Designated Preferred, if any. Such distributions shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Distribution Payment Date (i.e., no distributions shall accrue on other distributions unless and until the first Distribution Payment Date for such other distributions has passed without such other distributions having been paid on such date) and shall be payable quarterly in arrears on each Distribution Payment Date, commencing with the first such Distribution Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Distribution Payment Date would otherwise fall on a day that is made (not a Business Day, the distribution payment due on that date will be postponed to the next day that is a Business Day and no additional distributions will accrue as a result of that postponement. The period from and including any Distribution Payment Date to, but excluding, the next Distribution Payment Date is a “Distribution Date”)(the earlier Period,” provided that the initial Distribution Period shall be the period from and including the Original Issue Date to, but excluding, the next Distribution Payment Date. Distributions that are payable on Designated Preferred in respect of any Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of distributions payable on Designated Preferred on any date prior to the end of a Distribution Period, and for the initial Distribution Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Distributions that are payable on Designated Preferred on any Distribution Payment Date will be payable to holders of record of Designated Preferred as they appear on the Schedule of Members of the Issuer contemplated by the LLC Agreement on the applicable record date, which shall be the 15th calendar day immediately preceding such dates being referred Distribution Payment Date or such other record date fixed by the Board of Managers or any duly authorized committee of the Board of Managers that is not more than 60 nor less than 10 days prior to as the such Distribution Payment Date (each, a “Determination Distribution Record Date”). Upon receipt Any such day that is a Distribution Record Date shall be a Distribution Record Date whether or not such day is a Business Day. Holders of Designated Preferred shall not be entitled to any distributions, whether payable in cash, securities or other property, other than distributions (if any) declared and payable on Designated Preferred as specified in this Section 3 (subject to the other provisions of the Distribution Notice, LLC Agreement). The Issuer shall make pro rata allocations of items of gross income to the Holder shall promptly (but holders of the Designated Preferred in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as any distributions to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceholders are entitled under this Section 3.

Distributions. If, at any time On the fifth day after the Issue Trustee's receipt in same day finally collected funds of amounts to be received on a Quarterly Record Date for each Quarter in each year during the term of the Trust or if such day is not a Business Day on the next succeeding Business Day, the Trustee shall distribute the Quarterly Income Amount for the Quarter to which such Quarterly Record Date relates to the Unit Holders of record on such Quarterly Record Date (except those Unit Holders which, pursuant to Section 2.04 hereof, are not treated as Unit Holders of record entitled to distributions with respect to the Quarterly Income Amount for such Quarterly Record Date) in proportion to the Units owned by each such Unit Holder; provided that during any period prior to the Opinion Date which is not an Insignificant Investor Period, the Trustee shall distribute such Quarterly Income Amount (including amounts referred to in the last sentence of this Section 4.02) on or as soon as practicable following the Quarterly Record Date and such amounts shall be held uninvested in a non-interest bearing account. Payment of each Unit Holder's pro rata portion of the Quarterly Income Amount shall be made by check or draft mailed to each of the Unit Holders. Notwithstanding the foregoing, payments of $100,000 or more shall be made to any Unit Holder who enters into an agreement with the Trustee providing for such payments by wire transfer in immediately available funds to an account of such Unit Holder as specified in the agreement. The Trustee shall, upon the request of any such Unit Holder, enter into such an agreement unless such agreement adversely affects The Bank of New York's own rights, duties or immunities under this Agreement or otherwise, in which case the Trustee may, but shall not be obligated to, enter into such an agreement. Except as otherwise provided in any such agreement, if, pursuant to the last sentence of the first paragraph of Section 1.24, the Trustee treats amounts received after a Quarterly Record Date as if they were received on such Quarterly Record Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice distributions of such Distribution (a “Distribution Notice”) to amounts shall be made on the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) fifth day after the date on which of receipt thereof by the Trust in finally collected same day funds or if such Distribution day is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) not a Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder wereDay, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the next succeeding Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceDay.

Distributions. If, at any time On the fifth day after the Issue Trustee’s receipt in same day finally collected funds of amounts to be received on a Quarterly Record Date for each Quarter in each year during the term of the Trust or if such day is not a Business Day on the next succeeding Business Day, the Trustee shall distribute the Quarterly Income Amount for the Quarter to which such Quarterly Record Date relates to the Unit Holders of record on such Quarterly Record Date (except those Unit Holders which, pursuant to Section 2.04 hereof, are not treated as Unit Holders of record entitled to distributions with respect to the Quarterly Income Amount for such Quarterly Record Date) in proportion to the Units owned by each such Unit Holder; provided that during any period prior to the Opinion Date which is not an Insignificant Investor Period, the Trustee shall distribute such Quarterly Income Amount (including amounts referred to in the last sentence of this Section 4.02) on or as soon as practicable following the Quarterly Record Date and such amounts shall be held uninvested in a non-interest bearing account. Payment of each Unit Holder’s pro rata portion of the Quarterly Income Amount shall be made by check or draft mailed to each of the Unit Holders. Notwithstanding the foregoing, payments of $100,000 or more shall be made to any Unit Holder who enters into an agreement with the Trustee providing for such payments by wire transfer in immediately available funds to an account of such Unit Holder as specified in the agreement. The Trustee shall, upon the request of any such Unit Holder, enter into such an agreement unless such agreement adversely affects The Bank of New York’s own rights, duties or immunities under this Agreement or otherwise, in which case the Trustee may, but shall not be obligated to, enter into such an agreement. Except as otherwise provided in any such agreement, if, pursuant to the last sentence of the first paragraph of Section 1.24, the Trustee treats amounts received after a Quarterly Record Date as if they were received on such Quarterly Record Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice distributions of such Distribution (a “Distribution Notice”) to amounts shall be made on the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) fifth day after the date on which of receipt thereof by the Trust in finally collected same day funds or if such Distribution day is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) not a Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder wereDay, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the next succeeding Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceDay.

Distributions. If(a) Notwithstanding any provision in the Agreement to the contrary, at any time after the Issue Trustee shall deposit in the Certificate Account on the same day of receipt (to the extent received by 12:00 noon on such day) all amounts collected with respect to the Underlying Securities and all Liquidation Proceeds. On each Scheduled Distribution Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution Trustee shall distribute to the Company’s stockholders in shares (or rights to acquire shares) extent of capital stock of a subsidiary) (a “Distribution”)Interest Collections, the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) first to the record date for determining stockholders entitled Trustee and its respective agents that amount of expenses paid as part of the Allowable Expense Amount, (ii) second to the Certificateholders, pro rata, the Interest Payment, and (iii) third to the Trustee and its respective agents that sum of accrued and unpaid fees of the Trustee and unpaid listing fees of the Trust shall be deducted from the amount distributable on such Scheduled Distribution Date. In addition, on any other Distribution Date, the Trustee shall distribute Interest Collections (i) first to the Trustee and its respective agents that amount of expenses paid as part of the Allowable Expense Amount, (ii) second to the Certificateholders, pro rata and (iii) third to the Trustee and its respective agents the sum of the accrued and unpaid fees of the Trustee and unpaid listing fees of the Trust shall be deducted from amounts distributable on such Distribution Date. On the Final Scheduled Distribution, and to the extent received on any other Scheduled Distribution Date or Underlying Securities Redemption Distribution Date, the Trustee shall distribute [(i) first], to the “Record Date”) Certificateholders, a portion of the principal amount of the Underlying Securities to the extent the principal of the Underlying Securities is received by the Trustee on such date or during the related Collection Period in an amount up to the Certificateholder Allocation Amount, plus any accrued interest thereon[, and (ii) second, to the date Warrantholders, any remaining principal distributed with respect to the Underlying Securities in payment of the Warrantholder Allocation Amount.] [In the event any redemption or other premium is paid on the Underlying Securities, such amount shall be distributed to the Warrantholders, pro rata in accordance with their respective number of Warrants.] Notwithstanding the foregoing, if any payment with respect to the Underlying Securities is made to the Trustee after the Underlying Securities Payment Date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticepayment was due, the Holder Trustee shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same distribute such amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect received on the Business Day immediately preceding the Record Date by an amount equal following such receipt. [All distributions to the fair market value Certificateholders shall be subject to exercise of Call Warrants and payment of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members applicable portion of the Company’s Board of Directors. Upon receipt related Warrant Exercise Purchase Price in lieu of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated distribution in the foregoing clause (A) or (B), as applicable. If event the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination related Distribution Date is also a Warrant Exercise Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.]

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s 's stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) subsidiary (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the Date") (the earlier of such dates being referred to as the “"Determination Date”"). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant on or after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day business day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. IfDistributions may be declared from time to time by the Board of Directors with the concurrence of the General Manager, at and unless otherwise determined by the Board of Directors, with respect to any time after the Issue Datequarterly or annual period, the Company declares or makes any distribution of cash or any other assets (or rights quarterly and annual distributions hereunder shall be made equal to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur lesser of (i) cash determined to be available for distribution taking into account the record date for determining stockholders entitled matters referred to such Distribution in clause (i) of the “Record Date”) and second succeeding sentence, or (ii) the date on which amount of budgeted distribution for such Distribution is made (period under the “Distribution Date”)(the earlier Annual Budget. The General Manager shall make a recommendation to the Board of such dates being referred Directors with respect to as Distributions at least quarterly and annually, in connection with the “Determination Date”)Annual Budget. Upon receipt of In determining whether to make, or the Distribution Noticeamount of, any annual Distribution, the Holder General Manager and the Board of Directors shall promptly take into account (but in no event later than three i) any and all applicable legal limitations, as well as necessary or appropriate operating expenses, reserves, working capital and other capital requirements as contemplated by the Budget, as well as, to the extent reasonably practicable, (3ii) Business Days) notify the Company whether it has elected amount of cash potentially needed by cash basis individual taxpayer Members (A) to receive the same amount and type of assets (includingor their constituent shareholders, without limitationpartners or members), cash) being distributed as though the Holder wereif any, on account of taxable income resulting from the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date Company’s accrual basis accounting and (such number of shares to be determined without giving effect to any limitations on such exerciseiii) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value amount of the assets Operations Management Fee as an additional amount available for distribution to the Members (it being understood that this provision shall not act to limit or subordinate the obligation of the Company to pay the Management Fee, and it being further understood that the foregoing shall not require any return or contribution of any amount of the Operations Management Fee). In determining the amount available for distribution, the General Manager shall not consider amortization of any debt in excess of the minimum required amortization under debt instruments (“Excess Amortization”), except as directed by action of the Board of Directors, and no such Excess Amortization shall be distributed divided paid by the number of shares of Common Stock as Company, except to which such Distribution is to be made, such fair market value to be reasonably determined in good faith the extent approved by the independent members action of the Company’s Board of Directors. Upon receipt of such election notice from Notwithstanding the Holderforegoing, the Company shall timely effectuate the transaction parties acknowledge that there is no assurance that cash will be available at any time for any Distribution for that or adjustment contemplated in the foregoing clause (A) or (B)any other purpose, as applicable. If the Holder does not notify and neither the Company nor the Board or Directors or General Manager shall have any liability to any Member (or its constituent shareholders, partners or members) on account of its election pursuant the failure to the preceding sentence on make a Distribution to cover income tax liabilities or prior for any other reason whatsoever. No Distributions may be declared or paid in violation of IC 23-18-5-6. Distributions in anticipation of a Dissolution Event or subsequent to the Determination Date, the Holder a Dissolution Event shall be deemed to have elected clause (A) of made as provided in Section 12.3. All other Distributions shall be made in accordance with the preceding sentenceResidual Distribution Ratio.

Distributions. If, If the Company at any time after the Issue Date, issuance of the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days Warrants but prior to the earlier to occur expiration of (i) the Exercise Period fixes a record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder making of a number distribution to all holders of shares of the Common Stock into which this Warrant is exercisable as of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding dividends or distributions referred to in Section 5.1(a)), then, in each such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Datecase, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula: EP1 = EP0 x (CP0 - FV)/CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.1(b); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.1(b); CP0 = the Current Sale Price of the Common Stock on the Business Day immediately last trading day preceding the Record Date by an first date on which the Common Stock trades regular way without the right to receive such distribution; and FV = the amount equal to of cash and/or the fair market value of the assets securities, evidences of indebtedness, assets, rights or warrants to be so distributed divided in respect of one share of Common Stock, as determined by the Board of Directors, acting in good faith. Such adjustment shall be made successively whenever such a record date is fixed (an “Adjustment Event”). The Company will provide reasonable notice to the Warrant Agent in advance of an Adjustment Event. In such Adjustment Event, the number of shares Warrant Exercise Shares issuable upon the exercise of Common Stock as to which such Distribution is to each Warrant shall be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant increased to the preceding sentence on or number obtained by dividing (x) the product of (1) the number of Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the Determination Dateadjustment by (y) the new Exercise Price immediately following such adjustment. In the event that such distribution is not so made, the Holder Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrants then in effect shall be deemed to have elected clause (A) readjusted, effective as of the preceding sentencedate when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrants if such record date had not been fixed. The Warrant Agent shall have no obligation under this Agreement to determine whether an Adjustment Event has occurred or to calculate any of the adjustments set forth herein.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon Within ten (10) days following receipt of the a Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it the Holder has elected (A) to receive receive, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Determination Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to before the Determination Datetenth (10th) day following receipt of a Distribution Notice delivered in accordance with this paragraph (b), the Holder shall be deemed to have elected clause (A) of the preceding sentence; and if the Company does not deliver a Distribution Notice within the time frames specified above, the Holder shall have the right to choose either clause (A) or clause (B) of the preceding sentence at any time following the date on which Holder’s receives notice or otherwise becomes aware of the Distribution.

Distributions. If, at In the event that any time after the Issue Date, the Company declares Distribution is to be paid on or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution with respect to the Company’s stockholders in shares (or rights to acquire shares) Pledged Interests at a time when no Event of capital stock of a subsidiary) (a “Distribution”)Default has occurred and is continuing, the Company shall deliver written notice of such Distribution (a “Distribution Notice”) shall be paid directly to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to Pledgor; provided that Pledgor shall hold such Distribution (the “Record Date”) in trust and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticepromptly, the Holder shall promptly (but and in no event later more than three (3) Business DaysDays after receipt thereof by Pledgor, pay such Distribution to Pledgee in an amount equal to: (a) notify the Company whether it amount of interest (the "Interest Amount") that has elected accrued since the date of the immediately preceding Distribution (Aor, in the case of the first such Distribution, since the date of this Pledge and Security Agreement) to receive the same amount and type date of assets (includingsuch Distribution at the interest rate provided in the note evidencing the Loan, without limitation, cash) being distributed as though the Holder weresuch interest rate may change from time to time, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an principal amount equal to the fair market value of the assets Pledge Amount, as such Pledge Amount may change from time to be distributed divided by the number of shares of Common Stock as time pursuant to which this Pledge and Security Agreement; and (b) if any such Distribution is in an amount less than such Interest Amount, any such deficiency shall accumulate (with interest thereon at the interest rate, if any, provided in the note evidencing the Loan) for purposes of this Section 2.4 and the amount of the next Distribution (and, if necessary, subsequent Distributions) to be madepaid to Pledgee shall include and be applied first to such deficiency (and any accrued interest thereon), until such fair market value deficiency (and all accrued interest thereon) has been paid in full, before payment of any new Interest Amount. Unless and until an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to be reasonably determined receive, retain and apply Distributions in good faith by the independent members excess of the Company’s Board amount of Directorsthe Interest Amount plus any such accumulated deficiency (and accrued interest thereon) free and clear of the lien and security interest of this Pledge and Security Agreement and shall not be obligated to pay or invest such amounts to or in any Person. Upon receipt of Any such election notice from Distributions paid to Pledgee shall be applied by Pledgee to pay accrued and unpaid interest on the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Loan and shall be deemed to have elected clause (Abe a contribution by the Prime Partner(s) to the capital of the preceding sentenceBorrower.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights Prior to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made there shall have occurred an Event of Default, Pledgor may receive, expend and further distribute any Distributions, free and clear of the terms hereof and of the security interest created hereby, subject, however, to the applicable terms and provisions of the other Loan Documents. Upon the occurrence of an Event of Default, without presentment, demand, notice or protest of any kind, Pledgor hereby irrevocably authorizes and directs each of Camp Hill and Holdings to distribute, transfer, pay and deliver, in accordance with the Agreements and Acknowledgments of Pledge, the forms of which are attached hereto as Exhibit A (the “Distribution Date”)(the earlier "Camp Hill Consent") and Exhibit B (the "Holdings Consent" and, together with the Camp Hill Consent, the "Consents"), all Distributions at such time and in such manner as such Distributions would otherwise be distributed, transferred, paid and delivered to Pledgor directly to Lender for application against the Obligations, and agrees, at the request of Lender, to execute and deliver appropriate forms of assignment, UCC financing statements, and other appropriate instruments indicating the Security Interest of Lender in any such dates being referred Distributions, duly executed by Pledgor as additional collateral security for the Obligations. If Pledgor receives any Distributions upon and after the occurrence of an Event of Default, Pledgor shall accept the same as Lender's agent and hold the same in trust on behalf of and for the benefit of Lender and shall promptly deliver the same forthwith to Lender, together with appropriate forms of assignment, UCC financing statements, and other appropriate instruments indicating the Security Interest of Lender in and to such Distributions, duly executed by Pledgor as additional collateral security for the “Determination Date”)Obligations. Upon receipt Pledgor authorizes and directs Lender to apply any cash Distributions received by it to the payment of the Distribution NoticeObligations in the order of priority elected by Lender. Lender shall not have any liability whatsoever to Pledgor with respect to the Distributions so received, nor shall Lender be liable to Pledgor in any manner with respect to the Holder holding by Lender of any Distributions pursuant to this Agreement, nor shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) Lender have any obligation to receive the same amount and type of assets take any action (including, without limitation, cashthe obtaining of insurance) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect with respect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after Distributions held by it, except to remit to Pledgor the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price value thereof in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value excess of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceObligations.

Distributions. If, at any time after the Issue Date, (i) If the Company declares shall fix a record date for the making of a dividend or makes any other distribution (by spin-off or otherwise) on shares of cash the Common Stock, whether in cash, Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or any other assets Person or any other property (including Equity Interests, other securities or rights to acquire such assets) to holders evidences of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock indebtedness of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeor any combination thereof, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected excluding (A) dividends or distributions subject to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares adjustment pursuant to be determined without giving effect to any limitations on such exerciseSection 4.4(a) or (B) dividends or distributions of rights in connection with the adoption of a stockholder rights plan in customary form (including with respect to the receipt of such rights in respect of shares of the Common Stock (including Warrant Shares) issued subsequent to the initial dividend or distribution of such rights), then in Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. each such case, the number of Warrant Shares that would be issuable upon any the issuance and exercise of this any Subsequent Warrant in full (disregarding whether or not such Subsequent Warrant had been issued or become exercisable by its terms at such time) shall be increased by multiplying such number of Warrant Shares by a fraction, the numerator of which is the Market Price per share of the Common Stock on or after such record date and the Distribution Datedenominator of which is the Market Price per share of the Common Stock on such record date less the Fair Market Value of the cash and/or any other property, as applicable, to reduce be so paid or distributed in such dividend or distribution in respect of one (1) share of the Exercise Price applicable to Common Stock (in each case as of the record date of such exercise by reducing the Exercise Price in dividend or distribution); such adjustment shall take effect on the Business Day immediately preceding record date for such dividend or distribution. In the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt event of such election notice from the Holderadjustment, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant but solely with respect to the preceding sentence any such Subsequent Warrant issued on or prior to the Determination DateMarch 31, 2019, the Holder Exercise Price that would be payable upon the issuance and exercise of such Subsequent Warrant shall immediately be decreased by multiplying such Exercise Price by a fraction, the numerator of which is the number of Warrant Shares that would issuable upon the issuance and exercise of such Subsequent Warrant in full immediately prior to such adjustment (disregarding whether or not such Subsequent Warrant had been issued or become exercisable by its terms at such time), and the denominator of which is the new number of Warrant Shares that would be issuable upon the issuance and exercise of such Subsequent Warrant determined in accordance with the immediately preceding sentence. Notwithstanding the foregoing, in the event that the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one (1) share of the Common Stock (in each case as of the record date of such dividend or distribution) is equal to or greater than the Market Price per share of the Common Stock on such record date, then proper provision shall be deemed made such that upon the issuance and exercise of such Subsequent Warrant, the Warrantholder shall receive, in addition to the applicable Warrant Shares, the amount and kind of such cash and/or any other property such Warrantholder would have elected clause received had such Warrantholder been issued and exercised such Subsequent Warrant immediately prior to such record date (A) disregarding whether or not such Subsequent Warrant had been issued or become exercisable by its terms at such time). For purposes of the preceding sentenceforegoing, in the event that such dividend or distribution in question is ultimately not so made, the Exercise Price and the number of Warrant Shares issuable upon the issuance and exercise of such Subsequent Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors of the Company determines not to make such dividend or distribution, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon the issuance and exercise of such Subsequent Warrant if such record date had not been fixed. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of any Subsequent Warrant shall be made pursuant to this Section 4.4(c).

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), In case the Company shall deliver written notice of such Distribution (fix a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder making of a number distribution to all holders of shares of its Common Stock into which this of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 8(a)), in each such case, the Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Warrant Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Weighted Average Price of the Common Stock on the Business Day immediately last trading day preceding the Record Date by an first date on which the Common Stock trades regular way on the Principal Market on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount equal to of cash and/or the fair market value of the assets securities, evidences of indebtedness, assets, rights or warrants to be so distributed divided by the number in respect of shares one share of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined by the Board of Directors of the Company in good faith (the “Fair Market Value”) divided by the independent members of the Company’s Board of Directors(y) such Weighted Average Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. Upon receipt of In such election notice from the Holderevent, the Company number of Warrant Shares issuable upon the exercise of this Warrant shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant be increased to the preceding sentence on or number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Warrant Exercise Price in effect immediately prior to the Determination Datedistribution giving rise to this adjustment by (y) the new Warrant Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, an Ordinary Cash Dividend, the Holder Fair Market Value shall be deemed to have elected clause (A) reduced by the per share amount of the preceding sentenceportion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Warrant Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Warrant Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”"DISTRIBUTION"), the Company shall deliver written notice of such Distribution (a “Distribution Notice”"DISTRIBUTION NOTICE") to the Holder at least fifteen (15) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”"RECORD DATE") and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”"DISTRIBUTION DATE"). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be exercised by written notice delivered to the Company on or before the fifteenth (315th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any exercise of this Warrant on or after the Record Date, to be entitled to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Distribution Date (for any exercise effected on or prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as of issuable upon such Determination Date exercise (such number of shares to be determined without giving effect to any limitations on such exerciseexercise contained in this Warrant) had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise of this Warrant on or after the Distribution Record Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by DIVIDED BY the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by a nationally recognized investment banking firm retained by the independent members Company and reasonably acceptable to the holders of a majority of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceOutstanding Registrable Securities.

Distributions. IfIn case the Company shall fix a record date for the making of a distribution to all holders of the Series C Preferred Shares (including any such distribution made in connection with a consolidation, amalgamation or merger in which the Company is the continuing or surviving company) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at any time after a rate not in excess of 50% of the Issue Date, average net income per share of the Company declares for the four quarters ended immediately prior to the payment of such dividend, or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any a dividend or distribution bonus issue payable in Series C Preferred Shares (which dividend or bonus issue, for purposes of this Agreement, shall be subject to the Company’s stockholders provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”Section 11.2), the Company shall deliver written notice of Purchase Price to be in effect after such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after by multiplying the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Series C Preferred Shares (as determined pursuant to Section 11.4) on the Business Day immediately preceding the Record Date by an amount equal to such record date, less the fair market value of the assets to be distributed divided by the number of shares of Common Stock (as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the HolderBoard, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Adescribed in a statement filed with the Rights Agent and shall be binding on the Rights Agent) of the preceding sentenceportion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Series C Preferred Share and the denominator of which shall be such current per share market price of the Series C Preferred Shares (as determined pursuant to Section 11.4); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

Distributions. If(A) Subject to the prior and superior rights of the holders of any shares of beneficial interest of any class or series of the Company ranking prior and superior to the Series B Junior Participating Preferred Shares with respect to distributions, the holders of Series B Junior Participating Preferred Shares, in preference to the holders of shares of beneficial interest of any class or series of the Company ranking junior to the Series B Junior Participating Preferred Shares in respect thereof, shall be entitled to receive, when, as and if declared by the Board of Trustees out of funds legally available for the purpose, quarterly distributions payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Distribution Payment Date”), commencing on the first Quarterly Distribution Payment Date after the first issuance of a share or fraction of a Series B Junior Participating Preferred Share, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash distributions, and the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash distributions other than a distribution payable in common shares of beneficial interest in the Company (the “Common Shares”), or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Distribution Payment Date, or, with respect to the first Quarterly Distribution Payment Date, since the first issuance of any share or fraction of a Series B Junior Participating Preferred Share. The “Adjustment Number” shall initially be 1,000. In the event the Company shall at any time after the Issue DateApril 28, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of 2013 (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) declare and pay any distribution on Common Shares payable in Common Shares, (ii) subdivide the date on which such Distribution is made outstanding Common Shares or (iii) combine the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, outstanding Common Shares into a holder of a smaller number of shares of Common Stock into which this Warrant is exercisable as of shares, then in each such Determination Date (such number of shares to be determined without giving case the Adjustment Number in effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable immediately prior to such exercise event shall be adjusted by reducing multiplying such Adjustment Number by a fraction the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value numerator of the assets to be distributed divided by which is the number of shares Common Shares outstanding immediately after such event and the denominator of which is the number of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or Shares that were outstanding immediately prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencesuch event.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution ------------- of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the ------------ Company shall deliver written notice of such Distribution (a “"Distribution ------------ Notice”") to the Holder ------ at least fifteen (15) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “------------ "Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”"). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled to receive, at its option ------------------ (but in no event later than three (3) Business Days) notify to be exercised by written notice delivered to the Company whether it has elected following the date on which a Distribution Notice is delivered to the Holder), either (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, were a holder on the Determination Date, a holder Record Date therefor of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Record Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exerciseexercise contained in this Warrant) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce a reduction in the Exercise Price applicable as of the Record Date therefor, such reduction to such exercise be effected by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of ---------- shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from Notwithstanding anything herein to the Holdercontrary, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If if the Holder does not notify the Company of its election pursuant to whether the Holder has elected clause (A) or (B) in the preceding sentence on or prior to the Determination Distribution Date, the Holder shall be deemed to have elected clause (AB) of the preceding sentence.

Distributions. If, at any time after the Issue Date, the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be exercised by written notice delivered to the Company on or before the fifteenth (315th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any Conversion of this Debenture on or after the Record Date, to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder werebe entitled to receive, on the Determination Distribution Date (for Conversions effected prior to the Distribution Date) or the applicable Delivery Date (for Conversions effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as of issuable upon such Determination Date Conversion (such number of shares to be determined without giving effect to any limitations on such exerciseConversion contained in this Debenture or the Securities Purchase Agreement) had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise Conversion of this Warrant Debenture on or after the Distribution Date, to reduce the Exercise Conversion Price applicable to such exercise Conversion by reducing the Exercise Conversion Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from Notwithstanding anything herein to the Holdercontrary, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If if the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, whether the Holder shall be deemed to have has elected clause (A) of or (B) in the preceding sentencesentence by the date that is fifteen (15) Business Days after the date on which the Company delivers a Distribution Notice to the Holder, the Company shall have the right, exercisable upon written notice to the Holder, to determine whether clause (A) or (B) shall be applicable to Conversions effected on or after the Distribution Date.

Distributions. IfAny distribution of all or a portion of the Escrow Cash, at Escrow Shares, Adjustment Cash and/or Adjustment Shares to the Company Shareholders' Representative, on behalf of the shareholders of the Company, shall be made as follows: (i) each shareholder shall receive a PRO RATA share of the distribution based on the proportionate share of such shareholder's ownership of the Company as set forth on SCHEDULE I attached hereto, (ii) all Escrow Cash will be distributed before any time Escrow Shares are distributed, and (iii) all Adjustment Cash will be distributed before any Adjustment Shares are distributed; PROVIDED, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares and the Adjustment Shares otherwise distributable to the Company Shareholders' Representative, on behalf of any Company shareholders who have not, according to written notice provided by Parent to the Escrow Agent, prior to such distribution, surrendered their respective Company Stock Certificates in accordance with Section 1.8(a) of the Merger Agreement. Any such Escrow Cash and/or Escrow Shares so withheld shall be delivered to Parent promptly after the Issue Termination Date, the Company declares or makes and any distribution of cash or any other assets (or rights such Adjustment Cash and/or Adjustment Shares so withheld shall be delivered to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of Parent promptly after (i) the record date for determining stockholders entitled to such Distribution issuance of the written statement delivered by the 7. Neutral Auditor (as defined in the “Record Date”) and Merger Agreement), or (ii) if any dispute is resolved in the date Initial Resolution Period (as defined in the Merger Agreement), the agreement by the parties upon the final Closing Report (as defined in the Merger Agreement). Such withheld amounts shall in each case be delivered by Parent to the Company Shareholders' Representative, on which behalf of the shareholders of the Company to whom such Distribution is shares would have otherwise been distributed upon surrender of their respective Company Stock Certificates. Distributions to the Company Shareholders' Representative, on behalf of the shareholders of the Company, shall be made (by mailing stock certificates in the “Distribution Date”)(the earlier names of such dates being referred holders to the address of the Company Shareholders' Representative provided in Section 10 (or such other address as may be provided in writing to the “Determination Date”Escrow Agent and Parent by the Company Shareholders' Representative). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holderstock certificates, the Company Shareholders' Representative shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the promptly mail such certificates to each Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceshareholder.

Distributions. If, If the Company at any time after the Issue Date, issuance of the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days Warrant but prior to the earlier expiration of the Exercise Period fixes a record date for the making of a distribution to occur all holders of shares of the Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding (i) the record date for determining stockholders entitled dividends or distributions referred to such Distribution (the “Record Date”) in Section 4.1 and (ii) any cash dividends made in amounts and at intervals which are within the date on which customary practice for companies that pay recurring cash dividends), then, in each such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticecase, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula: EP1 = EP0 x (CP0 - FV)/CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 4.2; EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 4.2; CP0 FV = = the Current Sale Price of the Common Stock on the Business Day immediately last trading day preceding the Record Date by an first date on which the Common Stock trades regular way without the right to receive such distribution; and the amount equal to of cash and/or the fair market value of the assets securities, evidences of indebtedness, assets, rights or warrants to be so distributed divided by the number in respect of shares one share of Common Stock Stock, as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members reasonable discretion of the Company’s Board of Directors. Upon receipt of Such adjustment shall be made successively whenever such election notice from the Holdera record date is fixed (an “Adjustment Event”). In such Adjustment Event, the Company number of Warrant Exercise Shares issuable upon the exercise of the Warrant shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant be increased to the preceding sentence on or number obtained by dividing (x) the product of (1) the number of Warrant Exercise Shares issuable upon the exercise of the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the Determination Dateadjustment by (y) the new Exercise Price immediately following such adjustment. In the event that such distribution is not so made, the Holder Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrant then in effect shall be deemed to have elected clause (A) readjusted, effective as of the preceding sentencedate when the Board of Directors determines not to distribute such securities, evidences of indebtedness, assets, cash, rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrant if such record date had not been fixed.

Distributions. If, at any time after If the Issue Date, Corporation shall fix a record date for the Company declares making of a dividend or makes any other distribution of cash (by spin-off or any other assets (or rights to acquire such assetsotherwise) to holders on shares of Common Stock, whether in cash, Equity Interests of the Corporation, other securities of the Corporation, evidences of indebtedness of the Corporation or any other Person or any other property (including without limitation any dividend Equity Interests, other securities or distribution to the Company’s stockholders in shares (or rights to acquire shares) evidences of capital stock indebtedness of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeor any combination thereof, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected excluding (A) dividends or distributions subject to receive adjustment pursuant to Section 12(i) or (B) dividends or distributions of rights in connection with the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder adoption of a number stockholder rights plan in customary form (including with respect to the receipt of such rights in respect of shares of Common Stock into which (including Warrant Shares) issued subsequent to the initial dividend or distribution of such rights), then in each such case, the number of Warrant Shares issuable upon exercise of this Warrant is in full (disregarding whether or not this Warrant had been exercisable as of by its terms at such Determination Date (time) shall be increased by multiplying such number of shares Warrant Shares by a fraction, the numerator of which is the Market Price per share of Common Stock on such record date and the denominator of which is the Market Price per share of Common Stock on such record date less the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution); such adjustment shall take effect on the record date for such dividend or distribution. In the event of such adjustment, the Exercise Price shall immediately be decreased by multiplying such Exercise Price by a fraction, the numerator of which is the number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to such adjustment (disregarding whether or not this Warrant was exercisable by its terms at such time), and the denominator of which is the new number of Warrant Shares issuable upon exercise of this Warrant determined without in accordance with the immediately preceding sentence. Notwithstanding the foregoing, in the event that the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution) is equal to or greater than the Market Price per share of Common Stock on such record date, then proper provision shall be made such that upon exercise of this Warrant, the Warrantholder shall receive, in addition to the applicable Warrant Shares, the amount and kind of such cash and/or any other property such Warrantholder would have received had such Warrantholder exercised this Warrant immediately prior to such record date (disregarding whether or not this Warrant had been exercisable by its terms at such time). For purposes of the foregoing, in the event that such dividend or distribution in question is ultimately not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. make such dividend or distribution, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 12(iii). Notwithstanding the foregoing provisions of this Section 12(iii), in the event that all or any portion of any such dividend or other distribution is in Other Voting Securities, then with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable), the Warrantholder shall have the option, exercisable in writing delivered to the Corporation within seven Business Days of such Warrantholder’s receipt of the Corporation’s notice pursuant to Section 12(ix) relating to such dividend or other distribution, to elect (1) for the foregoing adjustments set forth in this Section 12(iii) to apply with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable) or (2) in lieu of the foregoing adjustments set forth in this Section 12(iii) with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable), but, for all purposes of this clause (2), after giving effect to the foregoing adjustments set forth in this Section 12(iii) with respect to any limitations on portion of such exercisedividend or distribution that is in securities, cash and/or any other property, in each case other than Other Voting Securities, for its right to receive Warrant Shares upon exercise of this Warrant to be converted, effective as of the record date of such dividend or distribution, into the right to exercise this Warrant to acquire such Warrant Shares plus the Other Voting Securities that such Warrant Shares would have been entitled to receive upon consummation of such dividend or distribution, assuming the exercise in full of this Warrant immediately prior to such record date (disregarding whether or not this Warrant was exercisable by its terms at such time); provided that for purposes of this clause (2), (x) or (B) the number and type of Other Voting Securities so deliverable upon any exercise of this Warrant on shall be adjusted to take into account any stock or security dividends, splits, reverse splits, spin-offs, split-ups, mergers, reclassifications, reorganizations, recapitalizations, combinations or exchanges of securities and the like from and after the Distribution Dateconsummation of such dividend or distribution in question and at or prior to such exercise of this Warrant, and (y) with respect to reduce any such Other Voting Securities that are described in clause (b) of the Exercise Price definition of Other Voting Securities, the terms of such Other Voting Securities, as issued upon exercise of this Warrant, shall take into account any anti-dilution or other adjustments that would have been applicable to such exercise by reducing Other Voting Securities had such Other Voting Securities been outstanding from and after the Exercise Price consummation of such dividend or distribution in effect on question. In the Business Day immediately preceding the Record Date by an amount equal to the fair market value event that such dividend or distribution in question (or such portion thereof that is in Other Voting Securities, as applicable) is ultimately not so made, this Warrant shall be readjusted, effective as of the assets to be distributed divided by date when the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of Directors determines not to make such election notice from the Holderdividend or distribution (or such portion thereof that is in Other Voting Securities, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (Bas applicable), as applicable. If though the Holder does record date thereof had not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencebeen fixed.

Distributions. If, at any time If after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), date hereof the Company shall deliver written notice distribute to all holders of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of its shares of Common Stock into which this Warrant is exercisable evidences of its indebtedness or assets (excluding cash distributions made as a dividend payable out of such Determination Date (such number earnings or out of shares to be determined without giving effect to any limitations on such exercisesurplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company and excluding Qualified Asset Sale Distributions) or rights to subscribe for shares of Common Stock expiring at least thirty (B30) upon any exercise of this Warrant on or calendar days after the Distribution Dateissuance thereof (excluding any dividend or other distribution payable in shares of Common Stock for which adjustment is made under Section 6(a)), to reduce the Exercise Price applicable to then in each such exercise by reducing case (i) the Exercise Price in effect on the Business Day trading day immediately preceding following the Record Date by close of business on the record date for such distribution shall be decreased to an amount equal determined by multiplying such Exercise Price by a fraction, the numerator of which is the Market Price of a share of Common Stock on the trading day immediately prior to the fair market value Ex-Date less the Market Price of the assets or evidences of indebtedness so distributed or of such subscription rights per share of Common Stock outstanding on the trading day immediately prior to the Ex-Date (determined for such purpose on the basis of the aggregate assets, evidences of indebtedness and/or rights distributed with respect to one share of Common Stock as if, for purposes of the definition of “Market Price”, such assets, evidences of indebtedness and/or rights were an “Other Security” as defined herein) (as determined by the Board of Directors of the Company, whose determination shall be distributed divided by conclusive, and described in a statement filed with the Warrant Agent) and the denominator of which is the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date and (ii) the number of shares of Common Stock as purchasable upon the exercise of any Warrant after such event shall be the number of shares of Common Stock obtained by multiplying the number of shares of Common Stock purchasable immediately prior to which such Distribution adjustment upon the exercise of such Warrant by the Exercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise Price in effect after such adjustment. Such adjustments shall be made by the Company whenever any such distribution is to be made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencedistribution.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant Note is exercisable convertible as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exerciseconversion) or (B) upon any exercise of this Warrant Note on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Conversion Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time If after the Issue Date, date hereof and prior to the Expiration Date the Company declares or makes any shall distribute to all holders of its shares of Common Stock evidences of its indebtedness, shares of another class of capital stock (other than a distribution otherwise constituting an Organic Change for purposes of cash or any other Section 3.4 hereof) ("Other Shares"), assets (excluding cash distributions made as a periodic dividend and legally available for dividends under the New Jersey Business Corporation Act) or rights to acquire such assets) subscribe to holders shares of Common Stock, including without limitation any dividend then in each such case, unless the Company elects to reserve such indebtedness, assets, rights or shares for distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock each holder of a subsidiary) (a “Distribution”)Warrant upon the exercise of the Warrants so that such holder will receive upon such exercise, in addition to the shares of Common Stock to which such holder is entitled, the Company shall deliver written notice amount and kind of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days indebtedness, assets, rights or shares which such holder would have received if such holder had, immediately prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier distribution of such dates being referred to as indebtedness, assets, rights or shares, exercised the “Determination Date”). Upon receipt of the Distribution NoticeWarrants and received Common Stock, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by prior to such distribution shall be decreased to an amount equal to determined by multiplying such Warrant Price by a fraction, the fair market value numerator of which is the assets to be distributed divided by the number Market Price of shares a share of Common Stock as of the close of business on the business day immediately preceding the record date for the determination of the shareholders entitled to which receive such Distribution is to be madedistribution less the fair value as of such record date of the evidences of indebtedness, such fair market value to be reasonably Other Shares, assets or subscription rights as the case may be, so distributed (as determined in good faith by the independent members Board of Directors of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder whose determination shall be deemed to have elected clause (Aconclusive, and described in a reasonably detailed statement filed with the Warrant Agent) and the denominator of which is the Market Price of a share of Common Stock as of the close of business on the business day immediately preceding sentencethe record date for the determination of the shareholders entitled to receive such distribution. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock in respect of such Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s 's stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) subsidiary (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the each Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the Date"). The earlier to occur of such dates being the Record Date and the Distribution Date is referred to herein as the “"Determination Date”)". Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder shall promptly (but in no event later than three (3) Business Days) notify Company must indicate whether the Company whether it has elected (A) to receive deliver to such Holder, at the same time that it makes such Distribution to its stockholders, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, were a holder on the Determination Date, a holder Date therefor of a number of shares of Common Stock into which this Warrant is exercisable the Debentures held by such Holder are convertible as of such Determination Date (such number of shares to be determined at the Conversion Price then in effect and without giving effect to any limitations on such exerciseconversion) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Conversion Price applicable to such exercise by reducing as of the Exercise Price in effect on the Business Day immediately preceding the Record Determination Date therefor by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence within two (2) Business Days following the date on or prior to which the Determination DateCompany publicly announces a Distribution, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s 's stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the Date") (the earlier of such dates being referred to as the “"Determination Date”"). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant on or after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which the this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s 's stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the Date") (the earlier of such dates being referred to as the “"Determination Date”"). Upon Within ten (10) days following receipt of the a Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it the Holder has elected (A) to receive receive, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Determination Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to before the Determination Datetenth (10th) day following receipt of a Distribution Notice delivered in accordance with this paragraph (b), the Holder shall be deemed to have elected clause (A) of the preceding sentence; and if the Company does not deliver a Distribution Notice within the time frames specified above, the Holder shall have the right to choose either clause (A) or clause (B) of the preceding sentence at any time following the date on which Holder's receives notice or otherwise becomes aware of the Distribution.

Distributions. IfSubject to the rights of any Senior Stock in connection therewith, at upon any time after Liquidation Event, each holder of Series A Preferred Stock shall be entitled to be paid, out of assets of the Issue DateCorporation legally available therefor, the Company declares or makes before any distribution or payment out of cash the assets of the Corporation may be made to or any other assets (or rights to acquire such assets) to set aside for the holders of Common Stockany Junior Stock in connection with such Liquidation Event, including without limitation any dividend or distribution an amount per share of Series A Preferred Stock held by such holder equal to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur greater of (i) the record date for determining stockholders entitled Stated Value per share of Series A Preferred Stock held by such holder plus an amount equal to all declared and unpaid dividends, if any, with respect to such Distribution share calculated through the day immediately prior to the date of such payment (the “Record DateAccrued Value”) and (ii) the date on which amount that would be payable to such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt holder in respect of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder Common Stock issuable upon conversion of a number share of Series A Preferred Stock held by such holder assuming all outstanding shares of Series A Preferred Stock (including the shares of Series A Preferred Stock held by such holder) were converted into Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination DateLiquidation Event in accordance with Section 8 (the amount per share of Series A Preferred Stock paid as determined pursuant to this clause (ii), the Holder “As-Converted Per Share Amount”)). Other than as expressly set forth in the immediately foregoing sentence, upon payment of the aggregate amount owed to any holder of Series A Preferred Stock (in its capacity as such) upon a Liquidation Event (as determined in accordance with the immediately foregoing sentence), no such holder of Series A Preferred Stock (in its capacity as such) shall be deemed entitled to any further payments upon the occurrence of any Liquidation Event or otherwise. All shares of Series A Preferred Stock in respect of which the holders have elected clause (A) been paid the full amount to which they are entitled under this Certificate of Designations upon the occurrence of a Liquidation Event or for which the full amount to which they are entitled has been made available by the Corporation shall, automatically and without further action on the part of the preceding sentenceCorporation or any holder thereof, be cancelled effective upon payment or the making available by the Corporation of such amount.

Distributions. If, at any time after the Issue Datethis Warrant is outstanding, the Company declares fixes a record date for the making of a dividend or makes any other distribution (by spin-off or otherwise) on shares of cash Class A Common Stock, whether in cash, Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or any other assets Person or any other property (including Equity Interests, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, excluding (i) dividends or distributions subject to adjustment pursuant to Section 3(a) or (ii) dividends or distributions of rights in connection with the adoption of a stockholder rights plan in customary form (including with respect to acquire the receipt of such assetsrights in respect of shares of Class A Common Stock (including Warrant Shares) issued subsequent to holders of Common Stock, including without limitation any the initial dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”such rights), the Company shall deliver written notice of then in each such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticecase, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination DateWarrant, the Holder shall be deemed entitled to participate in such distribution to the same extent that the Holder would have elected clause participated therein if the Holder had held the number of Warrant Shares issued upon complete exercise of this Warrant (Awithout regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such distribution, or, if no such record is taken, the date as of which the record holders of shares of Class A Common Stock are to be determined for the participation in such distribution; provided, however, that to the extent Holder’s right to participate in any such distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such distribution to such extent (or in the beneficial ownership of any shares of Class A Common Stock as a result of such distribution to such extent) and the portion of such distribution shall be held in abeyance for the benefit of the preceding sentenceHolder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or before the fifteenth (15th) day immediately prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution ------------- of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the ------------ Company shall deliver written notice of such Distribution (a “"Distribution ------------ Notice”") to the Holder at least fifteen (15) days Business Days prior to the earlier ------ to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is ----------- made (the “"Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”"). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled to receive, at its ----------------- option (but in no event later than three (3) Business Days) notify to be exercised by written notice delivered to the Company whether it has elected following the date on which a Distribution Notice is delivered to the Holder), either (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, were a holder on the Determination Date, a holder Record Date therefor of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Record Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exerciseexercise contained in this Warrant or the Securities Purchase Agreement) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce a reduction in the Exercise Price applicable as of the Record Date therefor, such reduction to such exercise be effected by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the ---------- number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from Notwithstanding anything herein to the Holdercontrary, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If if the Holder does not notify the Company of its election pursuant to whether the Holder has elected clause (A) or (B) in the preceding sentence on or prior to the Determination Distribution Date, the Holder shall be deemed to have elected clause (AB) of the preceding sentence.

Distributions. IfIf the Company or any Subsidiary, at any time after while this Warrant is outstanding, shall distribute to all holders of Common Stock evidences of its indebtedness or assets or cash or rights or warrants to subscribe for or purchase any security of the Issue DateCompany or any of its subsidiaries, then the Exercise Price in effect at the opening of business on the day following the date fixed for the determination of holders of Common Stock entitled to receive such distribution shall be adjusted by multiplying such Exercise Price by a fraction, the Company declares numerator of which shall be the Fair Market Price (as defined below) per share of the Common Stock less the then fair market value as reasonably determined by the Board of Directors of the portion of the evidences of indebtedness or makes any distribution of cash or any other assets (or rights or warrants so distributed (and for which an adjustment to acquire such assetsthe Exercise Price has not previously been made pursuant to the terms of this Section 13) applicable to holders one share of Common Stock, including without limitation any dividend and the denominator of which shall be such Fair Market Price per share of the Common Stock, such adjustment to become effective immediately after the opening of business on the day following the date fixed for the determination of holders of Common Stock entitled to receive such distribution. "FAIR MARKET PRICE" shall mean the closing market price per share of Common Stock on the Principal Market on the Trading Day next preceding such fixed determination date or distribution to such other date on which the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Fair Market Price is being determined. The Company shall deliver written to each holder of Warrants a notice of setting forth the Exercise Price after such Distribution (adjustment and setting forth a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt brief statement of the Distribution Noticefacts requiring such adjustment and the computation thereof. In the event that the Exercise Price shall change by more than 5%, the Holder holders of Warrants shall promptly (but in no event later than three (3) Business Days) notify have the right to have the fair market value determined by an independent nationally reputable investment banker mutually selected by the Company whether it has elected (A) to receive and the same amount and type Holder, at the Company's expense. For the purposes of assets (includingthe foregoing adjustments, without limitationin the case of the issuance of any Convertible Securities, cash) being distributed as though the Holder were, on the Determination Date, a holder of a maximum number of shares of Common Stock into which this Warrant is exercisable as issuable upon exercise, exchange or conversion of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Convertible Securities shall be deemed to have elected clause (A) be outstanding, provided that no further adjustment shall be made upon the actual issuance of the preceding sentenceCommon Stock upon exercise, exchange or conversion of such Convertible Securities.

Distributions. If(a) The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the Board, or a duly authorized committee thereof, in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the Board has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any time after period less than a full Distribution Period shall be computed on the Issue Date, basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the Company declares or makes any distribution of cash or any other assets (or rights relevant Distribution Payment Date to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to Series A Holders as they appear on the Company’s stockholders in shares (or rights to acquire shares) register at the close of capital stock of business, New York City time, on a subsidiary) (Series A Record Date, provided that if the Series A Record Date is not a “Distribution”)Business Day, the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, declared distributions will be payable on the Determination Daterelevant Distribution Payment Date to Series A Holders as they appear on the Company’s register at the close of business, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect New York City time on the Business Day immediately preceding such Series A Record Date. (b) So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Mirror Interests or (ii) the Record Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Company on any Junior Units and (ii) the Company may not repurchase any of its Junior Units; provided, however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Company in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units. (c) The Board may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units. (d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date by an amount equal (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the fair market value Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other. (e) No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units. (f) Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone. (g) The Company and the Series A Holders intend that no portion of the assets distributions paid to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election Series A Holders pursuant to the preceding sentence on or prior to the Determination Date, the Holder this Section 11.02 shall be deemed to have elected clause (Atreated as a “guaranteed payment” within the meaning of Section 707(c) of the preceding sentence.Code, and the Company and the Series A Holders shall not take any position inconsistent to such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention. Section 11.03

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) subsidiary (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant on or after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which the this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the Company’s 's stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen thirty (1530) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the Date") (the earlier of such dates being referred to as the “"Determination Date”"). Upon receipt of In the Distribution NoticeNotice to a Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) to receive deliver to such Holder, upon any exercise of this Warrant after the Determination Date, the same amount and type of assets (including, without limitation, cash) being distributed in such Distribution as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Determination Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s 's Board of Directors. Upon receipt of such election notice from the Holder, If the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company Holders of its election pursuant to the preceding sentence on or before the fifteenth (15th) day immediately prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock (including without limitation any dividend or distribution to the Company’s 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “"Distribution”"), the Company shall deliver written notice of such Distribution (a “"Distribution Notice”") to the Holder at least fifteen ten (1510) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “"Record Date”") and (ii) the date on which such Distribution is made (the “"Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”"). Upon receipt of In the Distribution NoticeNotice to the Holder, the Holder Company shall promptly (but in no event later than three (3) Business Days) notify indicate whether the Company whether it has elected (A) upon any exercise of this Warrant on or after the Record Date, to receive the same amount and type of assets (including, without limitation, cash) being distributed as though deliver to the Holder were, on the Determination Distribution Date (for any exercise effected on or prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a holder the amount of a number of such assets which would have been payable to the Holder with respect to the shares of Common Stock into which this Warrant is exercisable as of issuable upon such Determination Date exercise (such number of shares to be determined without giving effect to any limitations on such exerciseexercise contained in this Warrant) had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise of this Warrant on or after the Distribution Record Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt Directors of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicableCompany. If the Holder Company does not notify the Company Holder of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder Company shall be deemed to have elected clause (A) of the preceding sentence.

Distributions. If, at any time after the Issue Date, any of the Company Company, Software or Games declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of its Common StockShares, including without limitation any dividend or distribution to the Company’s stockholders in holders of its Common Shares of shares (or rights to acquire shares) of capital stock of a subsidiary) subsidiary (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders the shareholders of such CDC Entity entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the Date”) (the earlier of such dates being referred to as the “Determination Date”); provided, however that if the Company does not deliver a Distribution Notice as required hereby, the date on which the Holder receives such notice shall be deemed to be the earlier to occur of (i) the date on which the Company publicly announces such Distribution and (ii) the date on which the Holder otherwise is informed of such Distribution. Upon the receipt (or deemed receipt) by the Holder of the a Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed distributed, and at the same time, as though the Holder were, on the Determination Date, a holder of a number of shares CDC Common Shares (in the case of a Distribution by the Company) or Software Common Stock Shares or Games Common Shares (in the case of a Distribution by Software or Games, as applicable) into which this Warrant Note is exercisable exchangeable or convertible at the Exchange Price or Conversion Price, as the case may be, in effect as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exerciseExchange or Conversion contained in Section 9(e)) or (B) upon any exercise Exchange or Conversion of this Warrant Note on or after the Distribution DateDate into the Common Shares of the CDC Entity that made the Distribution, to reduce the Exercise Exchange Price applicable to such exercise by reducing or Conversion Price, as the Exercise Price case may be, in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares Common Shares of Common Stock as to which the CDC Entity making such Distribution is to be madeDistribution, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board board of Directorsdirectors of the distributing CDC Entity. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence. For the avoidance of doubt, if the Holder makes an election pursuant to clause (A) of this paragraph (b) with respect to a Distribution by the Company or either Software or Games, the Holder will not be entitled to any adjustment under clause (B) of this paragraph (b) upon (i) in the case of a clause (A) election in respect of a Distribution by Software, an Exchange of this Note for Games Common Shares or (ii) in the case of a clause (A) election in respect of a Distribution by Games, an Exchange of this Note for Software Common Shares.

Distributions. If, Subject to Section 7(j) and (k) and (l) below: 5 (a) If at any time after the Issue Datewhen there are Loaned Shares outstanding under this Agreement, the Company declares Ship Finance pays a cash dividend or makes any a cash distribution in respect of cash or any other assets (or rights to acquire such assets) to holders all its issued and outstanding shares of Common Stock, including without limitation Borrower shall pay to Lender (regardless of whether Borrower is a holder of any or all of the outstanding Loaned Shares), within three Business Days after the payment of such dividend or distribution distribution, as the case may be, an amount in cash equal to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur product of (i) the record date for determining stockholders entitled to amount per share of such Distribution (the “Record Date”) dividend or distribution and (ii) the number of Loaned Shares outstanding at such time; provided, that if Borrower returns any Loaned Shares to Lender following a record date for such a dividend or distribution on which such Distribution is made (Loaned Shares, but prior to the “Distribution Date”)(the earlier payment of such dates being referred dividend or distribution on such Loaned Shares, Borrower shall nonetheless pay to Lender the amount of such dividend or distribution, as the “Determination Date”)case may be, within three Business Days after the payment of such dividend or distribution. Upon receipt (b) If at any time when there are Loaned Shares outstanding under this Agreement, Ship Finance makes a distribution in respect of the Distribution Notice, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected (A) to receive the same amount all of its issued and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of outstanding shares of Common Stock in property or securities, including any spin-off securities or assets, options, warrants, rights or privileges in respect of securities (other than a distribution of Common Stock, but including any spin-off securities or assets, options, warrants, rights or privileges exercisable for, convertible into which this Warrant or exchangeable for Common Stock) (a "Non-Cash Distribution"), Borrower shall deliver to Lender in kind (regardless of whether Borrower is exercisable as a holder of any or all of the outstanding Loaned Shares) within twenty Business Days after the date of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) Non-Cash Distribution, the property or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price securities so distributed in effect on the Business Day immediately preceding the Record Date by an amount (the "Delivery Amount") equal to the fair market value product of (i) the assets to be distributed divided by amount per share of Common Stock of such Non-Cash Distribution and (ii) the number of shares of Common Stock as Loaned Shares outstanding at such time; provided that if Borrower returns any Loaned Shares to which Lender following a record date for such a Non-Cash Distribution is to be madeon such Loaned Shares, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or but prior to the Determination Datesettlement of such Non-Cash Distribution on such Loaned Shares, Borrower shall nonetheless deliver to Lender the Holder shall be deemed to have elected clause (A) Delivery Amount in respect of such Non-Cash Distribution within twenty Business Days after the preceding sentencesettlement date of distribution. Section 6.

Distributions. If, at any time after If the Issue Date, Corporation shall fix a record date for the Company declares making of a dividend or makes any other distribution of cash (by spin-off or any other assets (or rights to acquire such assetsotherwise) to holders on shares of Common Stock, whether in cash, Equity Interests of the Corporation, other securities of the Corporation, evidences of indebtedness of the Corporation or any other Person or any other property (including without limitation any dividend Equity Interests, other securities or distribution to the Company’s stockholders in shares (or rights to acquire shares) evidences of capital stock indebtedness of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticeor any combination thereof, the Holder shall promptly (but in no event later than three (3) Business Days) notify the Company whether it has elected excluding (A) dividends or distributions subject to receive adjustment pursuant to Section 12(i) or (B) dividends or distributions of rights in connection with the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder adoption of a number stockholder rights plan in customary form (including with respect to the receipt of such rights in respect of shares of Common Stock into which (including Warrant Shares) issued subsequent to the initial dividend or distribution of such rights), Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. then in each such case, the number of Warrant Shares issuable upon exercise of this Warrant is in full (disregarding whether or not this Warrant had been exercisable as of by its terms at such Determination Date (time) shall be increased by multiplying such number of shares Warrant Shares by a fraction, the numerator of which is the Market Price per share of Common Stock on such record date and the denominator of which is the Market Price per share of Common Stock on such record date less the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution); such adjustment shall take effect on the record date for such dividend or distribution. In the event of such adjustment, the Exercise Price shall immediately be decreased by multiplying such Exercise Price by a fraction, the numerator of which is the number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to such adjustment (disregarding whether or not this Warrant was exercisable by its terms at such time), and the denominator of which is the new number of Warrant Shares issuable upon exercise of this Warrant determined without in accordance with the immediately preceding sentence. Notwithstanding the foregoing, in the event that the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution) is equal to or greater than the Market Price per share of Common Stock on such record date, then proper provision shall be made such that upon exercise of this Warrant, the Warrantholder shall receive, in addition to the applicable Warrant Shares, the amount and kind of such cash and/or any other property such Warrantholder would have received had such Warrantholder exercised this Warrant immediately prior to such record date (disregarding whether or not this Warrant had been exercisable by its terms at such time). For purposes of the foregoing, in the event that such dividend or distribution in question is ultimately not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such dividend or distribution, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 12(iii). Notwithstanding the foregoing provisions of this Section 12(iii), in the event that all or any portion of any such dividend or other distribution is in Other Voting Securities, then with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable), the Warrantholder shall have the option, exercisable in writing delivered to the Corporation within seven Business Days of such Warrantholder’s receipt of the Corporation’s notice pursuant to Section 12(ix) relating to such dividend or other distribution, to elect (1) for the foregoing adjustments set forth in this Section 12(iii) to apply with respect to such dividend or distribution (or such portion thereof that Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. is in Other Voting Securities, as applicable) or (2) in lieu of the foregoing adjustments set forth in this Section 12(iii) with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable), but, for all purposes of this clause (2), after giving effect to the foregoing adjustments set forth in this Section 12(iii) with respect to any limitations on portion of such exercisedividend or distribution that is in securities, cash and/or any other property, in each case other than Other Voting Securities, for its right to receive Warrant Shares upon exercise of this Warrant to be converted, effective as of the record date of such dividend or distribution, into the right to exercise this Warrant to acquire such Warrant Shares plus the Other Voting Securities that such Warrant Shares would have been entitled to receive upon consummation of such dividend or distribution, assuming the exercise in full of this Warrant immediately prior to such record date (disregarding whether or not this Warrant was exercisable by its terms at such time); provided that for purposes of this clause (2), (x) or (B) the number and type of Other Voting Securities so deliverable upon any exercise of this Warrant on shall be adjusted to take into account any stock or security dividends, splits, reverse splits, spin-offs, split-ups, mergers, reclassifications, reorganizations, recapitalizations, combinations or exchanges of securities and the like from and after the Distribution Dateconsummation of such dividend or distribution in question and at or prior to such exercise of this Warrant, and (y) with respect to reduce any such Other Voting Securities that are described in clause (b) of the Exercise Price definition of Other Voting Securities, the terms of such Other Voting Securities, as issued upon exercise of this Warrant, shall take into account any anti-dilution or other adjustments that would have been applicable to such exercise by reducing Other Voting Securities had such Other Voting Securities been outstanding from and after the Exercise Price consummation of such dividend or distribution in effect on question. In the Business Day immediately preceding the Record Date by an amount equal to the fair market value event that such dividend or distribution in question (or such portion thereof that is in Other Voting Securities, as applicable) is ultimately not so made, this Warrant shall be readjusted, effective as of the assets to be distributed divided by date when the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. Upon receipt of Directors determines not to make such election notice from the Holderdividend or distribution (or such portion thereof that is in Other Voting Securities, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (Bas applicable), as applicable. If though the Holder does record date thereof had not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencebeen fixed.

Distributions. If, at any time after the Issue Date, If the Company declares shall declare or makes make any distribution of cash or any other its assets (or rights to acquire such its assets) to holders of Common Stock, Stock as a partial liquidating dividend or otherwise (including without limitation any dividend or distribution to the Company’s 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”"DISTRIBUTION"), the Company shall deliver written notice of such Distribution (a “Distribution Notice”"DISTRIBUTION NOTICE") to the Holder at least fifteen (15) days Business Days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”"RECORD DATE") and (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”"DISTRIBUTION DATE"). Upon receipt of the Distribution Notice, the The Holder shall promptly be entitled, at its option (but in no event later than three to be exercised by written notice delivered to the Company on or before the fifteenth (315th) Business Days) notify Day following the Company whether it has elected date on which a Distribution Notice is delivered to the Holder), either (A) upon any exercise of this Warrant on or after the Record Date, to be entitled to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Distribution Date (for any exercise effected on or prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution Date), a the amount of such assets which would have been payable to the holder of a number of with respect to the shares of Common Stock into which this Warrant is exercisable as of issuable upon such Determination Date exercise (such number of shares to be determined without giving effect to any limitations on such exerciseexercise contained in this Warrant) had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise of this Warrant on or after the Distribution Record Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith by a nationally recognized investment banking firm retained by the independent members Company and reasonably acceptable to the holders of a majority of the Company’s Board of Directors. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceOutstanding Registrable Securities.