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 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. 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 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 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, 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. 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 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 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 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 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 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(a) From time to time and not less than monthly, at the Board of Directors shall review the Company’s accounts to determine whether the Company has available cash which is not necessary to retain and can be distributed to its Members. The Board of Directors shall cause the Company to set aside adequate reserves for normal replacements and contingencies (but not for the payment of fees payable to the Manager). The Company shall make Distributions to the Members pursuant to this Section 9.2(a) as follows: (i) First, subject to the rights of any time after holders of Preferred Shares specified in any Share Designation, distributions shall be allocated among the Issue DateClass A Shares, the Class T Shares, the Class I Shares, the Class D Shares, the Class S Shares and the Class FA Shares (as well as any subsequently authorized Class) pro rata in proportion to the outstanding shares of each Class, if any; (ii) Second, the Distributions allocable to any given Class pursuant to Section 9.2(a)(i) shall be distributed among the respective holders of Shares of such Class pro rata based on their Percentage Interests of such Class (with (x) the amount of the Distribution Fee payable by the Company with respect to Class T Shares being deducted from the Distributions available to Class T Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class T Shares, (y) the amount of the Distribution Fee payable by the Company with respect to Class D Shares being deducted from the Distributions available to Class D Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class D Shares and (z) the amount of the Management Fee and Incentive Fee payable by the Company with respect to each Class of Shares being deducted from the Distributions available to each such Class of Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Manager). (b) Following the Commencement of the Initial Public Offering, the Company declares or makes any distribution will make no Distributions of cash or any other assets (or rights to acquire such assets) to holders in-kind property except for Distributions of Common Stockreadily marketable securities, including without limitation any dividend or distribution to distributions of beneficial interests in a liquidating trust established for the Company’s stockholders in shares (or rights to acquire shares) dissolution of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice or Distributions in connection with the liquidation of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to assets in accordance with the earlier to occur terms of this Agreement unless: (i) the record date for determining stockholders entitled to such Distribution (Board of Directors advises each Member of the “Record Date”) and risks associated with direct ownership of the property, (ii) the date on which such Distribution is made Board of Directors offers each Member the election of receiving in-kind property Distributions, and (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 (3iii) Business Days) notify the Company whether it has elected (A) distributes in-kind property only 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 those Members who accept 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 offer 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 A Member, regardless of such election notice the nature of the Member’s Capital Contribution, has no right to demand and receive any distribution 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 sentenceany form other than money.

Distributions. If, If at any time after the Issue Date, date hereof the Company declares shall fix a record date for the making of a distribution to all holders of its Common Stock of evidences of its indebtedness or makes any distribution of cash or any other 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 the Company) or rights to acquire subscribe (excluding those referred to in subsection (b) above), then in each case the Warrant Price in effect immediately prior to such assets) record date shall be decreased to holders an amount determined by multiplying such Warrant Price by a fraction, the numerator of Common Stock, including without limitation any dividend or distribution to which is the Current Market Price on such record date less the then fair market value (as determined by the Board of Directors of the Company’s stockholders , whose determination shall be conclusive, and described in shares (or rights to acquire sharesa statement filed with the Warrant Agent) of capital stock the assets or evidences of a subsidiary) (a “Distribution”), the Company shall deliver written notice indebtedness so distributed or of such Distribution (subscription rights and the denominator of which is the Current Market Price at such date. The number of shares purchasable on such record date shall be increased to a “Distribution Notice”) number of shares equal to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the record number of shares purchasable at the date for determining stockholders entitled of such distribution multiplied by the Warrant Price in effect immediately prior to such Distribution (the “Record Date”) and adjustment required by the preceding sentence, divided by (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 adjusted 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 computed pursuant to the preceding sentence on or prior sentence. 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 Warrant Price shall again be adjusted to the Determination Date, the Holder shall Warrant Price which would then be deemed to have elected clause (A) of the preceding sentencein effect if such record date had not been 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, 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, 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, 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. 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 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, 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. IfIf the Company, at any time after while the Issue DateWarrants are outstanding and unexpired, pays to all or substantially all of the Company declares holders of the Common Stock a dividend or makes any a distribution of cash in cash, securities or any other assets (or rights to acquire on account of such assets) to holders shares of Common Stock, including without limitation Stock other than as described in subsection 4(a) above (any dividend or distribution such non-excluded event being referred to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (herein as a “Distribution”), 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 be entitled to participate in no event later than three (3) Business Days) notify the Company whether it has elected (A) such Distribution to receive the same amount and type of assets (including, without limitation, cash) being distributed as though extent that the Holder were, on would have participated therein if 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 Holder had held the number of shares of Common Stock acquirable upon complete exercise of its Warrants (without regard to any limitations or restrictions on exercise of such Warrants, including without limitation the Maximum Percentage, subject to the proviso below) immediately before the date on which a record is taken for such dividend or distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to which be determined for the participation in such dividend or distribution (provided, however, that to the extent that the Holder’s right to participate in any such dividend or distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such dividend or distribution in excess of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such dividend or distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution is to shall be made, such fair market value to be reasonably determined held in good faith by abeyance for the independent members benefit of the Company’s Board of Directors. Upon receipt of Holder until such election notice from the Holder, the Company shall timely effectuate the transaction time or adjustment contemplated times as its right thereto would not result in the foregoing clause (A) Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time 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, times the Holder shall be deemed granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to have elected clause (Athe same extent as if there had been no such limitation, provided that, for the avoidance of doubt, in no event shall the Company be required to hold such Distribution(s) of in abeyance at or after at 5:00 p.m., New York City time, on the preceding sentenceExpiration Date).

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. 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(a) From time to time and not less than monthly, at the Board of Directors shall review the Company’s accounts to determine whether the Company has available cash which is not necessary to retain and can be distributed to its Members. The Board of Directors shall cause the Company to set aside adequate reserves for normal replacements and contingencies (but not for the payment of fees payable to the Manager). The Company shall make Distributions to the Members pursuant to this Section 9.2(a) as follows: (i) First, subject to the rights of any time after holders of Preferred Shares specified in any Share Designation, distributions shall be allocated among the Issue DateClass A Shares, the Class T Shares, the Class I Shares, the Class D and the Class FA Shares (as well as any subsequently authorized Class) pro rata in proportion to the outstanding shares of each Class, if any; (ii) Second, the Distributions allocable to any given Class pursuant to Section 9.2(a)(i) shall be distributed among the respective holders of Shares of such Class pro rata based on their Percentage Interests of such Class (with (x) the amount of the Distribution Fee payable by the Company with respect to Class T Shares being deducted from the Distributions available to Class T Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class T Shares, (y) the amount of the Distribution Fee payable by the Company with respect to Class D Shares being deducted from the Distributions available to Class D Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class D Shares and (z) the amount of the Management Fee and Incentive Fee payable by the Company with respect to each Class of Shares being deducted from the Distributions available to each such Class of Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Manager). (b) Following the Commencement of the Initial Public Offering, the Company declares or makes any distribution will make no Distributions of cash or any other assets (or rights to acquire such assets) to holders in-kind property except for Distributions of Common Stockreadily marketable securities, including without limitation any dividend or distribution to distributions of beneficial interests in a liquidating trust established for the Company’s stockholders in shares (or rights to acquire shares) dissolution of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice or Distributions in connection with the liquidation of such Distribution (a “Distribution Notice”) to the Holder at least fifteen (15) days prior to assets in accordance with the earlier to occur terms of this Agreement unless: (i) the record date for determining stockholders entitled to such Distribution (Board of Directors advises each Member of the “Record Date”) and risks associated with direct ownership of the property, (ii) the date on which such Distribution is made Board of Directors offers each Member the election of receiving in-kind property Distributions, and (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 (3iii) Business Days) notify the Company whether it has elected (A) distributes in-kind property only 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 those Members who accept 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 offer 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 A Member, regardless of such election notice the nature of the Member’s Capital Contribution, has no right to demand and receive any distribution 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 sentenceany form other than money.

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 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 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. Ifa. The Preferred Member shall be entitled to receive, when and as authorized by the Board and so long as there would be no violation of the provisions of the Operating Agreement as a result of any such distribution, out of Distributable Cash (as defined below), cash distributions (the “Preferred Distributions”) with respect to each Preferred Unit at the rate of 13% of the Preferred Unit Redemption Price per annum. Such distributions shall be payable quarterly on January 1, April 1, July 1 and October 1 of each year (each, a “Distribution Payment Date”, and each such quarter, a “Distribution Period”), beginning July 1, 2008. The Preferred Distributions shall be non-cumulative, and any amounts of such distributions that are not authorized by the Board to be paid during a Distribution Period shall not be carried over to subsequent Distribution Periods. b. Distributions shall be made to the GMAC Member at the times and in the aggregate amounts determined by the board of directors of the Company (the “Board”); provided that no distributions shall be made to the GMAC Member at any time after Preferred Units are outstanding and any Preferred Distributions for the Issue Datethen-current Distribution Period have not been authorized or any Preferred Distributions that have been authorized (whether or not for the then-current Distribution Period) remain unpaid (unless sufficient funds have been set aside for such payments). c. Notwithstanding anything to the contrary, no distributions shall be authorized or paid if and when the Company declares is Insolvent or makes any would be rendered Insolvent by the distribution of cash or any would violate the Act or 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”)applicable law. 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 For purposes of this Warrant on or after Agreement, (1) “Insolvent” means such time as when 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 assets become less than the sum of Directors. Upon receipt of such election notice from the Holder, its liabilities or the Company shall timely effectuate the transaction or adjustment contemplated becomes unable to pay its debts as they become due in the foregoing clause usual course of business and (A2) or (B)“Distributable Cash” means that portion of the cash and cash equivalent assets of the Company which, in light of the Company’s then current and foreseeable sources of, and needs for, cash, exceeds the amount of cash needed by the Company, 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) determined by a majority of the preceding sentenceBoard, to (i) service its debts and obligations in a timely fashion, (ii) maintain adequate working capital and reserves, and (iii) conduct its business and carry out its purposes.

Distributions. IfPay any dividends or make any other distribution or payment on account of or in redemption, at retirement or purchase of any time after the Issue Datecapital stock, the Company declares or makes permit any distribution of cash its Subsidiaries to do so, except that (i) Borrower may repurchase, redeem, retire, or make payments pursuant to and in accordance with stock plans or other benefit plans for management, employees or other eligible service providers of Borrower and its Subsidiaries, (ii) any Subsidiary may pay dividends or make distributions to Borrower or any other assets Subsidiary, (iii) Borrower make dividends, distributions, redemptions or payments with common stock of Borrower, (iv) Borrower may pay cash in lieu of fractional shares in the ordinary course of business, (v) Borrower may distribute rights pursuant to acquire a stockholder rights plan or redeem such assetsrights for no or nominal consideration (including, for the avoidance of doubt, cash consideration); provided that such redemption is in accordance with the terms of such plan, (vi) Borrower may make purchase, redemptions or payments in connection with the retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation plans in the ordinary course of business, (vii) the conversion by holders of any Permitted Convertible Indebtedness in accordance with the terms of the indenture governing such Permitted Convertible Indebtedness or the Borrower’s delivery of the conversion consideration in connection therewith; provided that the conversion consideration paid to such holders is limited to (A) shares of common stock of the Borrower, and (B) cash in lieu of fractional shares of common stock of the Borrower (provided further that the amount of cash in lieu of fractional shares of common stock of the Borrower WEST\291919990.7 paid to holders of Common Stock, including without limitation any dividend or distribution to Permitted Convertible Indebtedness in the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”ordinary course), 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 or (ii) the date on which such Distribution is made (the “Distribution Date”)(the earlier making 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 any interest payments with respect 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 Permitted Convertible Indebtedness to the fair market value of the assets extent permitted pursuant 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 (Av) of the preceding sentencedefinition thereof; (viii) Borrower may pay the premium in respect of, make any payments (of cash or deliveries in shares of Borrower’s common stock (or other securities or property following a merger event, reclassification or other change of Borrower’s common stock) and cash in lieu of fractional shares) required by, and otherwise perform its obligations under, any Permitted Call Spread Transaction, including in connection with any settlement, unwind or termination thereof; and (ix) Borrower may purchase, redeem, retire or otherwise acquire its capital stock or other Equity Interests with the proceeds from a substantially concurrent issue of new shares of capital stock or other Equity Interests.

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 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. 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 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(a) The Managers, in their sole discretion (except as to Tax Distributions), shall cause the Company to distribute Distributable Cash of the Company quarterly to the Members in proportion to their respective Membership Interests in effect at the time of such distribution not later than 30 days after the end of each calendar quarter. (b) The first three quarterly distributions of each Fiscal Year made pursuant to the provisions of Section 7.05(a) shall be made based upon revised quarterly estimates of the annual Distributable Cash. Distributions of Distributable Cash made to a Member during a Fiscal Year shall be deemed to be advances on account of such Member’s share of the aggregate Distributable Cash as finally determined for the Fiscal Year in respect of which they are made. Any overdistribution of Distributable Cash to a Member in respect of any Fiscal Year shall be repaid by such Member to the Company and, if applicable, distributed to the Members which have received an underdistribution, on the later of (i) 45 days after the end of such Fiscal Year or (ii) 45 days after the Company has given notice thereof to such Member, which notice shall be given as soon as reasonably practicable after the end of such Fiscal Year. Upon providing such notice to the Member receiving any such overdistribution, the Company, acting through the Managers or any authorized officer of the Company, shall eliminate such overdistribution made to such Member by adjusting the distributions of Distributable Cash during such Fiscal Year to the maximum extent possible and subtracting any remaining difference from the succeeding year’s distributions of Distributable Cash to that Member. (c) Notwithstanding the provisions of Section 7.05(a), before making any distribution pursuant to Section 7.05(a) the Company shall use its commercially reasonable efforts to distribute, within a reasonable time after the Issue Dateend of each calendar quarter, an aggregate amount of Distributable Cash sufficient, in the opinion of the Managers, to enable the Members to pay the federal income tax and estimated federal income tax obligations of the Members with respect to their respective distributive shares of Company taxable income or loss (or items thereof), assuming that each Member is taxable thereon at the highest regular marginal federal income tax rate in effect from time to time (each a “Tax Distribution”). If Distributable Cash is insufficient for any Tax Distribution, the shortfall shall be made up as soon thereafter as possible. Each Tax Distribution to the Members pursuant to this Section 7.05(c) shall be made to the Members of record in proportion to their respective Membership Interests. (d) Except in connection with the dissolution of the Company, no Member shall be entitled to receive as distributions from the Company any Company assets other than cash. (e) Distributions made under this Agreement shall be made by bank check, or in such other manner as the Managers of any authorized officer of the Company may reasonably determine with respect to such distribution. Such distributions shall be made to such accounts or addresses as are designated by the Members from time to time or, in the absence of a designation, to the appropriate address contained in Schedule I. (f) Should any Member be subject to withholding pursuant to the Code or any other provision of law, the Company declares or makes may withhold all amounts otherwise distributable to such Member as may be required by law and any distribution of cash or amounts so withheld shall be deemed to have been distributed to such Member under this Agreement. If any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution sums are withheld pursuant to the Company’s stockholders in shares (or rights to acquire shares) provisions of capital stock of a subsidiary) (a “Distribution”this Section 7.05(f), the Company shall deliver written notice remit the sums so withheld to and file the required forms with the United States Internal Revenue Service or other applicable government agency. In the event of any claimed over-withholding, a Member shall be limited to an action against the United States Internal Revenue Service or other applicable government agency for refund and hereby waives any claim or right of action against the Company or the Managers on account of such Distribution (a “Distribution Notice”) withholding. Furthermore, if the amounts required to be withheld exceed the amounts which would otherwise have been distributed to such Member, such Member shall contribute any deficiency to the Holder at least fifteen (15) Company within ten days prior to of notice from any Manager or officer of the earlier to occur Company. Such contribution shall not be treated as a contribution for purposes of (i) computing the record date for determining stockholders entitled contributing Member’s Capital Account. If such deficiency is not contributed within such time, any non-contributed amounts shall be considered a demand loan from the Company 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 NoticeMember, 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, with interest at 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 rate equal to the fair market value lesser of (a) the Prime Rate plus two percent (2%) per annum (calculated on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, but counting only the actual number of days elapsed), or (b) the maximum legal rate of interest then permitted, which interest shall be treated as an item of Company income, until discharged by such Member by repayment. Such demand loan shall be repaid, without prejudice to any other remedies at law or in equity that the Company may have, out of distributions to which the debtor Member would otherwise be subsequently entitled under this Agreement. If for any reason the Company becomes liable for any withholding tax in excess of the assets amount actually withheld, or treated as a demand loan from a Member, each Member with respect to be distributed divided whom such withholding tax is imposed shall indemnify, defend, protect, save and hold harmless the Company and the Managers and officers of the Company against any such tax, including any penalties and interest imposed with respect thereto. Any payments required by the number preceding sentence shall be made in immediately available funds within ten days of shares the delivery of Common Stock as to which such Distribution is to be made, such fair market value to be reasonably determined in good faith notice by the independent members any Manager or officer of the Company’s Board , describing in reasonable detail the reason for the payment and the computation of Directorsthe amount due. Upon receipt Any amount not paid within such ten day period shall become a demand loan as provided above. (g) Notwithstanding anything to the contrary contained herein, distributions of such election notice from the Holder, Distributable Cash and other property upon dissolution of 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 be made pursuant to the preceding sentence on or prior to the Determination Date, the Holder provisions of Section 10.03. (h) No distribution shall be deemed declared and paid if payment of such distribution would cause the Company to have elected clause (A) of violate any limitation on distributions provided in the preceding sentenceAct.

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 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. 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. 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. If, (a) If at any time after the Issue Datewhen there are Loaned Shares outstanding under this Agreement, the Company declares Lender 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 of its outstanding Common Stock, including without limitation Borrower shall pay to Lender (whether or not 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, 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 Common Stock of such Distribution (the “Record Date”) dividend or distribution and (ii) the number of Loaned Shares outstanding on the record date on which the dividend or distribution was paid. (b) If at any time when there are Loaned Shares outstanding under this Agreement, Lender makes a distribution in respect of all of its outstanding Common Stock (other than a distribution upon liquidation or a reorganization in bankruptcy) in property or securities, including any options, warrants, rights or privileges in respect of securities (other than a distribution of Common Stock, but including any options, warrants, rights or privileges exercisable for, convertible into or exchangeable for Common Stock) (a “Non-Cash Distribution”), Borrower shall deliver to Lender (whether or not Borrower is a holder of any or all of the outstanding Loaned Shares) in kind, within three Business Days after the date of such Non-Cash Distribution, the property or securities so distributed in an amount (the “Delivery Amount”) equal to the product of (i) the amount per share of Common Stock of such Non-Cash Distribution and (ii) the number of Loaned Shares outstanding on the record date on which such Non-Cash Distribution is made (the “Distribution Date”)(the earlier was made; provided that in lieu of such dates being referred to as delivery, Borrower may, with the “Determination Date”). Upon receipt prior written consent 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 Lender not to be determined without giving effect unreasonably withheld or delayed, deliver 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 Lender an amount of cash equal to the fair market value of the assets to be distributed divided Delivery Amount, as determined 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 Borrower in good faith by using commercially reasonable means; provided that Borrower shall use commercially reasonable efforts to consult with Lender in connection with the independent members of the Company’s Board of Directors. Upon receipt determination of such election notice from the Holdermarket value; and provided further, the Company that in determining such market value, Borrower shall timely effectuate the transaction not be required to take into account 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 sentencebound by any considerations raised by Lender.

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, 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 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, 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. 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, merger, amalgamation or arrangement 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, if any. 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. 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 Rights (solely in the foregoing clause (A) or (Btheir capacity as such), 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 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. 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(a) Except as set forth in clause (b) and (c) below, Distribution shall be made to the Members at any the times and in the aggregate amounts determined by the Board of Managers in the following amounts and order of priority: (i) first, to the Class A Holders until such Class A Holders have received (1) a return of the Initial Value (taking into account all prior Distributions) plus (2) an amount equal to a 10 percent (10%) per annum compound rate of return on the Initial Value outstanding from time to 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 reduction for amounts Distributed to the Company’s stockholders in shares Class A Holders hereunder (or rights to acquire shares) disregarding Distributions of capital stock of a subsidiarythe Tax Amount) (a the “DistributionHurdle Rate”), provided that for the Company shall deliver written notice purpose of such Distribution (a “Distribution Notice”) to computing whether or not 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”) Initial Value 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 Hurdle Rate has been received by the Class A Holders, Distributions to the Class A Holders to the extent of the assets Tax Amount shall be disregarded; and (ii) thereafter, to be distributed divided by the number Class D-l Holders and Class A Holders based on the Total Interest of shares of Common Stock as each such Class D-l Holders and Class A Holders. Notwithstanding any provision to which such Distribution is to be made, such fair market value to be reasonably determined the contrary contained in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holderthis Agreement, the Company shall timely effectuate the transaction or adjustment contemplated not make a Distribution to a Member on account of its interest in the foregoing clause Company if such Distribution would violate the Act or other applicable Law. (b) The Company shall, and shall cause its Subsidiaries to, (A) or perform duly and punctually their respective covenants in the Residual Sharing Agreement, and (B)) conduct their business in the Ordinary Course of Business with respect to the Residual Value Assets and the Securitization Residual Value. The Company shall make no distribution to any other Member in respect of the Residual Value Interests or proceeds thereof, as applicable. If the Holder does not notify right to such Residual Value Interests being solely attributable to the Residual Value Interest Holders. (c) The Company shall separately account for all Residual Proceeds received by the Company of its election pursuant to from the preceding sentence on or prior to Financing Vehicles after the Determination Date, the Holder date hereof. All such Residual Proceeds received shall be deemed to have elected clause been applied to reduce (Ai) first, the accrued but unpaid Notional Subordinated Financing Interest as of the date such Residual Proceeds were received and (ii) second, to the unpaid balance of the Notional Subordinated Financing Principal Amount. On each January 1, April 1, July 1, and October 1, commencing October 1, 2007, all accrued but unpaid Notional Subordinated Financing Interest shall be added to the then unpaid Notional Subordinated Financing Principal Amount, be deemed paid thereby and thereafter be deemed a part of the Notional Subordinated Financing Principal Amount. After the aggregate cumulative Residual Proceeds received from the Financing Vehicles equals the Notional Subordinated Financing Principal Amount and any accrued but unpaid Notional Subordinated Financing Interest, the Company shall Distribute ratably to the Residual Value Interest Holders an amount (the “Securitization Residual Value”) equal to eighty percent (80.0%) of all Residual Proceeds from time to time received from the preceding sentenceFinancing Vehicles in excess of a cumulative amount equal to the Notional Subordinated Financing Amount and any accrued but unpaid Notional Subordinated Financing Interest, promptly following receipt of any such excess Residual Proceeds. Notwithstanding anything in the foregoing to the contrary, the Company shall promptly Distribute the Liquidated Value ratably to the Residual Value Interest Holders in accordance with Section 5 of the Residual Sharing Agreement. Such Distribution of the Liquidated Value shall be deemed payment in full of all Securitization Residual Value and redemption of the Residual Value Interests, and no further Residual Proceeds shall be distributed to the Residual Value Interest Holders thereafter. Residual Proceeds that are not included in the Securitization Residual Value shall be distributed in accordance with Section 4.4(a) above. On dissolution of the Company, after the liquidators pay, satisfy or discharge from the Company all of the debts, liabilities and obligations of the Company, the Company shall distribute to the Residual Value Interest Holders ratablv the Residual Value Assets.

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. If, If the Company at any time after the Issue Date, issuance of the Company declares or makes any Warrants but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution of cash or any other assets (or rights to acquire such assets) to all holders of Common StockShares of securities, including without limitation any dividend evidences of indebtedness, assets, cash, rights or distribution warrants (excluding issuance of Additional Common Shares referred to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”Section 4.1), 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 United States dollars 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 United States dollars in effect immediately following the application of the adjustments in this Section 4.2; EP0 = the Exercise Price in United States dollars in effect immediately prior to the application of the adjustments in this Section 4.2; CP0 = the Current Sale Price of the Common Shares on the Business Day immediately last trading day preceding the Record Date by an amount equal first date on which the Common Shares trade regular way without the right to receive such distribution; and FV = the amount, in USD$, 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 of one Common Stock 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 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 each 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 each Warrant before such adjustment, and (2) the Exercise Price in United States dollars in effect immediately prior to the Determination Dateadjustment by (y) the new Exercise Price in United States dollars immediately following such adjustment. In the event that such distribution is not so made, the Holder Exercise Price in United States dollars 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 in United States dollars 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.

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, merger, amalgamation or arrangement 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 share or 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 share of Preferred Shares 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 Stock Preferred Shares (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 Shares, and the denominator of which will be the Current Per Share Market Price of a share of Preferred Shares 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 share in the capital of the Company issuable upon the exercise of one Right, if any. 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, (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 shall immediately be decreased by multiplying such Warrant 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, and the denominator of which is the new number of Warrant Shares issuable upon exercise by reducing 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 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 Holder shall receive, in addition to the applicable Warrant Shares, the amount and kind of such securities and/or any other property such Holder would have received had such Holder exercised this Warrant immediately prior to such record date. (ii) If the Company shall fix a record date for the making of a cash dividend on shares of Common Stock, the Warrant Exercise Price in effect on prior thereto shall be reduced immediately thereafter by the Business Day immediately preceding the Record Date by an per share amount equal to the fair market value of such cash dividend. (iii) For purposes of the assets to be distributed divided by foregoing subsections (i) and (ii), in the event that such dividend or distribution in question is ultimately not so made, the Warrant Exercise Price and the number of shares Warrant Shares issuable upon exercise of Common Stock this Warrant then in effect shall be readjusted, effective 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 date when the Board of Directors. Upon receipt Directors of such election notice from the Holder, the Company shall timely effectuate the transaction determines not to make such dividend or adjustment contemplated in the foregoing clause (A) or (B)distribution, as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to Warrant Exercise Price that would then be in effect and the Determination Date, the Holder shall number of Warrant Shares that would then be deemed to have elected clause (A) issuable upon exercise of the preceding sentencethis Warrant 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 Stock (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 shares of Preferred Stock, but including any dividend payable in stock other than Preferred Stock), 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 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 shall be such 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 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. 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(a) Except as otherwise provided in Section 8.5 (including Appendix III), at all Class A Available Cash, and any time non-cash amounts approved by the Managing Members to be distributed by the Company to the Class A Members, shall be distributed by the Company to the Class A Members pro rata in accordance with their Class A Percentage Interests. All Class A Available Cash for any calendar quarter shall be distributed by the Company to the Class A Members on a date 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 end of such Distribution (a “Distribution Notice”) to quarter determined by 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 Class A Managing Member (but in no event later than three (3) Business Days) notify 45 days after the end of such calendar quarter). Any non-cash distributions by the Company whether it attributable to the Class A Segment and approved by the Managing Members shall be distributed by the Company on a date determined by the Managing Members. The Class A Managing Member has elected the sole authority to direct and cause the Company to effect the payment of any such distributions of Class A Available Cash and, with the prior approval of the Class B Managing Member, any such non-cash distribution attributable to the Class A Segment. (Ab) Except as otherwise provided in Section 8.5 (including Appendix III), all Class B Available Cash, and any non-cash amounts approved by the Managing Members to receive be distributed by the same amount and type of assets (includingCompany to the Class B Members, without limitation, cash) being shall be distributed as though by the Holder were, Company to the Class B Members pro rata in accordance with their Class B Percentage Interests. All Class B Available Cash for any calendar quarter shall be distributed by the Company to the Class B Members on a date after the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as end of such Determination Date quarter determined by the Class B Managing Member (but in no event later than 45 days after the end of such number calendar quarter). Any non-cash distributions by the Company attributable to the Class B Segment and approved by the Managing Members shall be distributed by the Company on a date determined by the Managing Members. The Class B Managing Member has the sole authority to direct and cause the Company to effect the payment of shares any such distributions of Class B Available Cash and, with the prior approval of the Class A Managing Member, any such non-cash distribution attributable to the Class B Segment. (c) Except as otherwise provided in Section 8.5 (including Appendix III), all General Available Cash, and any non-cash amounts approved to be determined without giving effect distributed by the Company to the Members by the Managing Members (other than any limitations on such exerciseamounts to be distributed pursuant to Section 4.5(a) or Section 4.5(b)), shall be distributed by the Company to the Members pro rata in accordance with their General Sharing Percentages. All General Available Cash shall be distributed by the Company to the Members in amounts and on dates approved by the Managing Members. The Managing Members, acting jointly, shall have the authority to direct and cause the Company to effect the payment of any such distributions of General Available Cash. (Bd) upon Each calendar quarter, prior to the Company making any exercise distribution of this Warrant on Class A Available Cash or after Class B Available Cash, the Managing Members shall cause the amount of General Cash Reserves for such quarter to be transferred into the Company bank account for General Activities. (e) Except with the prior approval of the other Managing Member, each Managing Member shall (i) not approve the making or withholding of distributions by any Segment Subsidiary in its Segment in a manner that is inconsistent with the Distribution Date, to reduce the Exercise Price Policy then applicable to such exercise by reducing Segment Subsidiary and (ii) cause (or, if it does not have the Exercise Price authority to cause, shall vote its interests in effect on favor of causing) each Segment Subsidiary in the Business Day immediately preceding Segment it manages to make distributions in compliance with the Record Date by an amount equal Distribution Policy then applicable to such Segment Subsidiary promptly following the fair market value end 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. each calendar quarter. (f) Upon receipt of any cash paid by Spectra DEFS as agreed by the Members, such election notice from the Holder, amount shall be promptly distributed by the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or (B), as applicableto PGC. If the Holder does not notify the Company of its election Any distribution made to PGC pursuant to the preceding sentence on or prior this Section 4.5(f) shall not reduce any amounts otherwise distributable to the Determination Date, the Holder shall be deemed PGC pursuant to have elected clause (A) of the preceding sentencethis Agreement.

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, 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 subsidiarySubsidiary) (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 shareholders 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) to receive deliver to the Holder, at the same time that it makes such Distribution to its shareholders, 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 Debenture 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 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, 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 before the fifteenth day immediately 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. 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) hereof)) 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 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 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. 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”"), ------------ 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 therefore 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 therefore, 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 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, 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 If after the Issue Date, date hereof but prior to or on 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”), Expiration Date 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 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 Warrant Shares of Common Stock purchasable upon the exercise of any Warrant after such event shall be the number of shares of Common Stock as obtained by multiplying the number of Warrant 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 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, 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 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 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, 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. 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 = 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 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. The Trustees shall each year, or more frequently if they so determine in their sole discretion, distribute to the Shareholders an amount approximately equal to the Net Income of the Trust, and may from time to time distribute such additional amounts as they may authorize to the Shareholders. Such Net Income shall consist of: (i) all interest income (including both original issue and market discount earned on discount paper accrued ratably to the date of maturity) accrued on portfolio investments of the Trust, (ii) plus or minus realized or unrealized gains and losses on portfolio investments of the Trust determined by valuing the portfolio investments of the Trust in a manner consistent with the requirements of the 1940 Act and any applicable provisions of the Bylaws, and (iii) less all actual and accrued expenses and liabilities determined in accordance with good accounting practices. Such Net Income shall be determined by the Trustees or as they may authorize on each business day at the times and in the manner provided in the Bylaws, and all such Net Income, which is a positive amount, since the last determination of Net Income, shall be declared as a dividend. Determination of Net Income of the Trust made by the Trustees, or as they may authorize, in good faith, shall be binding on all parties concerned. If, for any reason, the Net Income of the Trust determined at any time after the Issue Dateis a negative amount, the Company declares or makes any distribution each Shareholder's pro rata share of cash or any other assets (or rights to acquire such assets) to holders negative amount shall constitute a liability of Common Stock, including without limitation any dividend or distribution such Shareholder to the Company’s stockholders Trust which shall be paid at such times and in shares (or rights such manner as the Trustees may from time to acquire shares) time determine out of capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice accrued dividend account 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 NoticeShareholder, 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 number of Shares in effect on the Business Day immediately preceding account of such Shareholder otherwise. As a result of such determinations and declarations as a dividend of the Record Date by an amount equal to Net Income of the fair market Trust, the net asset value per share of the Trust (the value of all the assets to be distributed of the Trust less total liabilities divided by the number of shares Shares outstanding) is intended to remain at a constant amount immediately after each such determination and declaration; subject, however, to the power of Common Stock the Trustees as provided in Section I of Article III to which divide or combine the Shares into a greater or lesser number. Notwithstanding the foregoing provisions for calculation and distribution of Net Income, the Trustees may, from time to time and for so long as they may deem appropriate, for purposes of calculating and distributing income of the Trust to the Shareholders, divide Shares into as many classes as they deem appropriate and pay distributions of differing amounts to each class of Shares (provided all Shares of the same class receive equal distributions), provided, that the division of Shares into classes and the payment of differing distributions to such Distribution is to classes shall be mademade in a manner consistent with the requirements of the 1940 Act, such fair market value to be reasonably determined in good faith the rules and regulations thereunder and exemptions therefrom, and provided further, that except as otherwise specifically authorized by the independent members Trustees pursuant to this paragraph, the Trustees shall continue to calculate and distribute Net Income 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 Trust in the foregoing clause (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to manner provided in the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentenceparagraph.

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) 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 (such date being deemed the Exercise Date for purposes hereof) 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 DirectorsPer Share Value. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause clauses (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 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 portion of the evidences of indebtedness, Other Shares, assets or subscription rights, as the case may be, so distributed applicable to be distributed divided by the number of shares one share 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 (Aconclusive, and described in a statement filed with the Warrant Agent) and the denominator of which is the Fair Value of a share of Common Stock at such date Notwithstanding the preceding sentence, in the event the amount of such distribution applicable to each share of Common Stock is equal to or greater than 100% of the then Exercise Price, (i) adequate provision shall be made so that the holder of a Warrant shall receive the amount by which the per share distribution exceeds the then Exercise Price, and (ii) the Exercise Price shall be reduced to $0. 01. An adjustment pursuant to this Section 5.2 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 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.

Distributions. IfWithout the prior written consent of the Requisite Noteholders, at declare or pay any time after the Issue Datedividends, the Company declares purchase, redeem, retire, or makes otherwise acquire for value any of its capital stock (or rights, options or warrants to purchase such shares) now or hereafter outstanding, return any capital to its stockholders as such, or make any distribution of cash assets to its stockholders as such, or permit any other assets Subsidiary to do any of the foregoing (such transactions being hereinafter referred to as "Distributions"); provided, however, that nothing herein contained shall prevent: (i) the Company from effecting a stock split or rights declaring or paying any dividend consisting of shares of any class of Common Stock to acquire the holders of shares of such assets) to holders class of Common Stock, including without limitation provided that such stock split or dividend is effected equally across all classes of Common Stock; or (ii) [Intentionally Omitted]; or (iii) any dividend Subsidiary from declaring or distribution making payment of cash and stock dividends, returns of capital or distributions of assets to the Company’s stockholders in shares ; or (or rights to acquire sharesiv) 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 from issuing (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 Class A Common Stock into which this Warrant is exercisable pursuant to the 1999 Stock Plan and the 2001 Stock Plan (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 date hereof), (B) Class A Common Stock upon conversion of shares of Common Series A 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 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 Articles of Incorporation, (C) Class A Common Stock upon conversion of shares of Series B Preferred Stock pursuant to the Determination DateArticles of Incorporation, (D) Class A Common Stock upon conversion of shares of Series C Preferred Stock pursuant to the Holder shall be deemed to have elected clause Articles of Incorporation, (AE) Class A Common Stock and Series D-2 Preferred Stock upon conversion of the preceding sentenceSeries D-l Preferred Stock pursuant to the Articles of Incorporation, (F) the issuance of the Warrant Shares upon the exercise of the Warrants (capitalized terms used in this Clause (F) shall have the meanings ascribed to them in the Articles of Incorporation), or (G) Class A Common Stock issuable upon conversion of any outstanding Class B Common Stock; if in the case of any such transaction the Distribution can be made in compliance with the other terms of this Agreement.

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 each such case, the number of Warrant Shares that would be issuable upon the issuance and exercise of 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 such record date and the denominator 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 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); such adjustment shall take effect on the record date for such dividend or distribution. In the event of such adjustment, but solely with respect to any such Subsequent Warrant issued on or prior to March 31, 2019, the 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 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 received had such Warrantholder been issued and exercised such Subsequent Warrant immediately prior to such record date (disregarding whether or not such Subsequent Warrant had been issued or become 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 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). (ii) Notwithstanding the foregoing provisions of this Section 4.4(c), 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), Amazon shall have the option, exercisable in writing delivered to the Company within seven (7) Business Days of such Amazon’s receipt of the Company’s notice pursuant to Section 4.4(i) relating to such dividend or other distribution, to elect (A) for the foregoing adjustments set forth in this Section 4.4(c) to apply with respect to such dividend or distribution (or such portion thereof that is in Other Voting Securities, as applicable) or (B) in lieu of the foregoing adjustments set forth in this Section 4.4(c) 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 (B), after giving effect to the foregoing adjustments set forth in this Section 4.4(c) with respect to any portion of such dividend 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 the issuance and exercise of the Subsequent Warrant to be converted, effective as of the record date of such dividend or distribution, into the right to exercise such Subsequent Warrant (upon issuance) 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 issuance and exercise in full of such Subsequent Warrant immediately prior to such record date (disregarding whether or not such Subsequent Warrant had been issued or become exercisable by its terms at such time); provided that for purposes of this clause (B), (i) the number and type of Other Voting Securities that would be so deliverable upon any exercise of this such Subsequent 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 such Subsequent Warrant, and (ii) 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 such Subsequent 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 of the assets to be distributed divided by the number of shares of Common Stock event that such dividend or distribution in question (or such portion thereof that is in Other Voting Securities, as to which such Distribution applicable) is to be ultimately not so made, such fair market value to Subsequent Warrant shall be reasonably determined in good faith by the independent members readjusted, effective as of the Company’s date when the Board of Directors. Upon receipt Directors of such election notice from the Holder, the Company shall timely effectuate the transaction determines not to make such dividend or adjustment contemplated distribution (or such portion thereof that is in the foregoing clause (A) or (BOther Voting Securities, as 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, 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 issuance or deemed issuance of Additional Common Stock referred to in Section 5.1 and dividends or distributions referred to in Section 5.2), 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 5.3; EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.3; CP0 = the Current Sale Price of the Class A Common Stock on the Business Day immediately last trading day preceding the Record Date by an first date on which the Class A 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 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 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 each 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 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.

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 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 5.1 and (ii) the date on which regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), 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 5.2; EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.2; CP0 = the Current Sale Price of the Common Stock on the Business Day immediately last trading day preceding the Record Date by first date on which the Common Stock trades regular way without the right to receive such distribution, or, if the Common Stock is not traded on a on a U.S. national or regional securities exchange or an over-the-counter market, the Current Sale Price of the Common Stock without otherwise taking into account the effects of 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, which the Board of Directors shall determine in good faith (subject to the rights of the Holders set forth in Section 9.13), taking into account any recent fairness opinion or other valuation report obtained by the Board of Directors or the Company (it being understood that neither the Board of Directors nor the Company shall have any obligation hereunder to obtain such an opinion or report). Such adjustment shall be made successively whenever such a record date is fixed (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 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 Warrants if such record date had not been 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 (a) If any distribution of cash is made by any Company (other than a Working Capital Company) after the direct or any other assets (indirect contribution of all or rights part of such Company to acquire SEP pursuant to this Agreement, and such assets) distribution is related to holders a period of Common Stocktime that includes, 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”)but does not end on, the Company shall deliver written notice Closing Date of such Distribution contribution (a “Distribution NoticeStraddle Period”) ), SEP shall, promptly upon its receipt of any such cash distribution attributable to its direct or indirect interest in such Company, pay to the Holder at least fifteen (15) days prior relevant Contributor an amount in cash equal to the earlier to occur product of (i) the record date for determining stockholders entitled amount of such cash distribution attributable to SEP’s direct or indirect interest in such Distribution (the “Record Date”) Company and (ii) the date quotient of (A) the number of days in the period beginning on which such Distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt first day of the Distribution NoticeStraddle Period and ending on and including the relevant Closing Date and (ii) the total number of days in the Distribution Straddle Period. To the extent designated in writing by the relevant Contributor prior to closing, any payment by SEP pursuant to this Section 6.18(a) shall be characterized as a retention by such relevant Contributor of the right to its share of the cash distribution by the relevant Company for the Distribution Straddle Period. (b) For the avoidance of doubt, SE Corp agrees on behalf of itself and each Contributor that, notwithstanding any provision of the SEP Partnership Agreement to the contrary: (i) none of the SE Transmission First Closing Unit Consideration, the Holder SE SESH First Closing Unit Consideration, the ▇▇ ▇▇▇▇▇ Trail Unit Consideration or the MLP GP First Closing Unit Consideration shall promptly (but be entitled to receive, and each Contributor waives any right in no event later than three (3) Business Days) notify the Company whether it has elected (A) respect thereof to receive the same amount and type of assets (includingreceive, 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 any quarterly cash distribution from SEP to SEP unitholders that is exercisable as of such Determination Date (such number of shares to be determined without giving effect attributable 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 quarterly period that ends prior to the Determination DateFirst Closing, whether or not the Holder First Closing Date is prior to the record date for such quarterly cash distribution; (ii) none of the SE SESH Second Closing Unit Consideration or the SE Transmission Second Closing Unit Consideration shall be deemed entitled to have elected clause receive, and each Contributor waives any right in respect thereof to receive, any quarterly cash distribution from SEP to SEP unitholders that is attributable to any quarterly period that ends prior to the Second Closing, whether or not the Second Closing Date is prior to the record date for such quarterly cash distribution; and (Aiii) of the preceding sentenceSE SESH Third Closing Unit Consideration shall not be entitled to receive, and each Contributor waives any right in respect thereof to receive, any quarterly cash distribution from SEP to SEP unitholders that is attributable to any quarterly period that ends prior to the Third Closing, whether or not the Third Closing Date is prior to the record date for such quarterly cash 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 other its shares of Common Stock evidences of its indebtedness, shares of another class of capital stock ("Other Securities"), assets (excluding cash distributions made as a dividend payable out of the lesser of the undistributed earnings for the fiscal year during which the dividend is declared and the retained earnings 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 fair market value numerator of which is the Fair Value of a share of the Common Stock at the date of such distribution less the Fair Value of the evidences of indebtedness, Other Securities, assets to be or subscription rights as the case may be, so distributed divided by and the number denominator of shares which is the Fair Value of a share of Common Stock as to which at such Distribution date. Such adjustment shall be made 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. 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) If at any time after the Issue Datewhen there are Loaned Shares outstanding under this Agreement, the Company declares Lender 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 of its outstanding Common Stock, including without limitation Borrower shall pay to Lender (whether or not Borrower is a holder of any or all of the outstanding Loaned Shares), within two Business Days after the payment of such dividend or distribution distribution, 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 Common Stock of such Distribution (the “Record Date”) dividend or distribution and (ii) the number of Loaned Shares outstanding on the record date on which the dividend or distribution was paid. (b) If at any time when there are Loaned Shares outstanding under this Agreement, Lender makes a distribution in respect of all of its outstanding Common Stock (other than a distribution upon liquidation or a reorganization in bankruptcy) in property or securities, including any options, warrants, rights or privileges in respect of securities (other than a distribution of Common Stock, but including any options, warrants, rights or privileges exercisable for, convertible into or exchangeable for Common Stock) (a “Non-Cash Distribution”), Borrower shall, at its election, either (A) deliver to Lender (whether or not Borrower is a holder of any or all of the outstanding Loaned Shares) in kind, within two Business Days after the date of such Non-Cash Distribution, the property or securities so distributed in an amount (the “Delivery Amount”) equal to the product of (i) the amount per share of Common Stock of such Non-Cash Distribution and (ii) the number of Loaned Shares outstanding on the record date on which such Non-Cash Distribution is made (the “Distribution Date”)(the earlier was made; provided that in lieu of such dates being referred delivery, Borrower may, with the prior written consent of Lender not to as be unreasonably withheld or delayed, deliver to Lender an amount of cash equal to the “Determination Date”). Upon receipt market value of the Distribution NoticeDelivery Amount, the Holder shall promptly (but as determined by Borrower 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 (includinggood faith using commercially reasonable means, 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 treat such Non-Cash Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price as additional Loaned Shares in effect on the Business Day immediately preceding the Record Date by an amount equal to the fair market value product of (x) the assets to be distributed divided by per Common Share amount of such Non-Cash Distribution and (y) the aggregate number of shares of Common Stock as to outstanding Loaned Shares outstanding on the record date on which such Non-Cash Distribution is to be was made, such fair market value to be reasonably determined in good faith by and the independent members definition 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 “Loaned Shares” shall be deemed to have elected clause (A) be modified to include the per Common Share kind and amount of the preceding sentencesuch Non-Cash 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 '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 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, 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, 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. 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. IfDuring such time as this Warrant is outstanding, at any time after the Issue Date, if the Company declares shall declare or makes make any dividend or other distribution of cash or any other its assets (or rights to acquire such its assets) to holders of shares of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options (excluding rights that are the subject of Section 3(a)) by way of a subsidiarydividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) which does not trigger an adjustment pursuant to Section 3(a) above (a “Distribution”), at any time after 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 issuance of this Warrant on or after the Distribution DateWarrant, to reduce the Exercise Price applicable to then, in each such exercise by reducing case, the Exercise Price in effect immediately prior to 5:00 p.m. Eastern time on the Business Day immediately preceding date for the Record Date determination of the holders of outstanding shares of Common Stock entitled to receive such Distribution shall be decreased by an amount equal to the quotient of (i) the fair market value of the assets applicable Distribution as determined at the Company’s expense by an independent nationally recognized investment banking, accounting or valuation firm selected in good faith by the Company and the Holder (provided, if the applicable Distribution consists solely of cash, then the fair market value of such Distribution shall be the total amount of cash distributed in connection therewith and not require the engagement of any independent appraiser), divided by (ii) the total number of outstanding shares of Common Stock held by the holders entitled to receive such Distribution, each to be distributed divided by determined as of the number record date for such Distribution so distributed. Any adjustment pursuant to this Section 3(b) shall become effective immediately following 5:00 p.m. Eastern time on the date for determination of the holders of shares of Common Stock as entitled to which receive such Distribution is to be made, such fair market value to be reasonably determined in good faith Distribution. For purposes of this Section 3(b) any options or warrants distributed by the independent members Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Board capital stock, including Common Stock (either initially or under certain circumstances), which options or warrants, until the occurrence of Directorsa specified event or events (each a “Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 3(b), until the occurrence of the earliest Trigger Event. Upon receipt any Trigger Event in respect of any such election notice from the Holderoptions or warrants at any time while this Warrant is outstanding, 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 they shall be deemed to have elected clause (Abeen distributed and appropriate adjustments shall be made under this Section 3(b), provided that to the extent any such options or warrants expire unexercised, the adjustment made under this Section 3(b) shall be reversed at the time of such expiration to the extent of the preceding sentenceunexercised options or warrants. Further, to the extent any distribution is declared but not made or paid, the Exercise Price will not be adjusted pursuant to the provision above.

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 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 any time after the Issue Date, the Company declares Pay or makes make any distribution on any membership interests of cash any Borrower to any Person or apply any of its funds, property or assets to the purchase, redemption or other assets retirement of any membership interests, or of any options to purchase or acquire any such membership interests of any Borrower except that so long as: (a)(i) a notice of termination with regard to this Agreement shall not be outstanding, (ii) no Event of Default or rights to acquire Default shall have occurred, and (iii) the purpose for such assets) to holders of Common Stockpurchase, including without limitation any dividend redemption or distribution shall be as set forth in writing 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 Agent at least fifteen ten (1510) days prior to the earlier such purchase, redemption or distribution and such purchase, redemption or distribution shall in fact be used for such purpose, any Borrower shall be permitted to occur of (i) the record date for determining stockholders entitled make distributions 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 its members 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 aggregate amount equal to the fair market value Increased Tax Burden of its members; (b)(i) a notice of termination with regard to this Agreement shall not be outstanding, (ii) no Event of Default or Default shall have occurred or result after giving effect to such distribution, (iii) the assets purpose for such distribution shall be as set forth in writing to Agent at least ten (10) days prior to such distribution and such distribution shall in fact be distributed divided used for such purpose, (iv) after giving effect to such distribution, Borrowers shall have Undrawn Availability of at least $2,000,000, (v) such distributions are required by the number of shares of Common Stock as Subordinated Obligations Documents and (vi) the Subordination Agreement among Borrowers, Agent and Waypoint is in full force and effect, Borrowers shall be permitted 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 make (A) or Subordinated Obligations Payments to Waypoint solely to the extent Agent approves such payments in writing prior to such payment being made, (B)) payments of all fees, as applicable. If costs and expenses payable in connection with Waypoint’s service on or observation of the Holder does Board of Directors of Sponsor or Holdings, not notify to exceed $75,000 in the Company aggregate and (C) one or more payments to Waypoint for the reimbursement of its election pursuant legal fees in an amount not to exceed $200,000 in the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.aggregate..”

Distributions. If(a) The Managing Member shall review, at any time after on a monthly basis, beginning on the Issue month-end date following the 90th calendar day following the Initial Date, the Company’s financial performance to determine whether there exists Net Cash Flow available for distribution. The Managing Member will be entitled to exercise discretion in making such computations, since the amount of the Net Cash Flow will depend, among other things, upon the Managing Member’s assessment as to whether available cash flow should be used to fund the Company’s indebtedness, obligations and liabilities, and to be set aside for Reserves. The Managing Member’s decisions regarding such computations shall be final and binding upon all Members. (b) The Company declares or makes shall distribute the Net Cash Flow for a particular calendar year as follows: (i) If Net Cash Flow is sufficient, Members holding Common Units shall receive their Preferred Return (and any distribution of cash or any other assets Preferred Return that accrued with respect to a prior calendar year but has not yet been distributed); and (or rights to acquire such assetsii) Any excess Net Cash Flow shall be distributed as follows: (A) 50% to holders of Common StockUnits; (B) 50% to the holders of Special Member Units (half of which shall go to the Investment Manager, and half of which shall go to the Administrative Manager). (c) The Company generally intends, but is not required, to distribute enough each month to the Managing Member to satisfy the amount of Preferred Return that has accrued. In addition, the Company intends, but is not required, to distribute any additional amounts to the Managing Member on a quarterly basis, where such additional amounts may be credited to the Preferred Return that accrues for that year (including without limitation for periods that occur after the distribution is made) or that accrued for a prior year, with any dividend excess being credited to the amount of excess Net Cash Flow distributed under Section 5.2(b)(ii)(A). (d) No distributions shall be made to the holders of Special Member Units with respect to a calendar year until the holders of Common Units have received distributions of the full amount of Preferred Return that has accrued for that year (or has accrued for a prior year but not been paid) under Section 5.2(b)(i). Notwithstanding any other provision of this Agreement, the Managing Member is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company’s stockholders , the amount withheld shall be treated as a distribution of cash in shares the amount of such withholding to such Member, or (or rights ii) if the actual amount to acquire shares) be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of capital stock cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a subsidiary) loan (a “DistributionMembership Loan”), ) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Membership Loan shall deliver written notice of such Distribution be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. In the event that a Member (a “Distribution NoticeDefaulting Member”) fails to pay any amount owed to the Holder at least Company with respect to the Membership Loan within fifteen (15) days prior after demand for payment thereof is made by the Company on the Member, the Managing Member, in its sole and absolute discretion, may elect to make the payment to the earlier Company on behalf of such Defaulting Member. In such event, on the date of payment, the Managing Member shall be deemed to occur have extended a loan (a “Managing Member Loan”) to the Defaulting Member in the amount of the payment made by the Managing Member and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Managing Member shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Managing Member Loan has been paid in full, and any such distributions so received by the Managing Member shall be treated as having been received by the Defaulting Member and immediately paid to the Managing Member. Any amounts treated as a Membership Loan or a Managing Member Loan pursuant to this Section 5.2(d) shall bear interest at the lesser of (i) the record date for determining stockholders entitled base rate on corporate loans at large United States money center commercial banks, as published from time to such Distribution (the “Record Date”) and time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date on which the Company or the Managing Member, as applicable, is deemed to extend the loan until such Distribution loan is made repaid in full. (e) In the “Distribution Date”)(the earlier event that the Company issues additional Member Units to the Managing Member or any Member or other Person pursuant to ARTICLE IV hereof, the Managing Member shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly additional Member Units. (but in no event later than three (3f) 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 Notwithstanding 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 provision 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 contrary contained in good faith by the independent members of the Company’s Board of Directors. Upon receipt of such election notice from the Holderthis Agreement, the Company shall timely effectuate the transaction or adjustment contemplated not be required to make a distribution to any Member on account of its interest in the foregoing clause (A) Company if such distribution would violate the Act 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 sentenceother applicable law.

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, If at any time after the Issue Date, date hereof the Company declares shall fix a record date for the making of a distribution to all holders of its Common Stock of evidences of its indebtedness or makes any distribution of cash or any other 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 the Company), securities convertible into Common Stock or rights to acquire subscribe for Common Stock (excluding those referred to in subsection (b) above), then in each case, the applicable Exercise Price in effect immediately prior to such assets) record date shall be decreased to holders an amount determined by multiplying such Exercise Price by a fraction, the numerator of which is such Exercise Price on such record date less the fair market value calculated on a per share Common Stock, including without limitation any dividend or distribution to Stock basis (as determined by the Board of Directors of the Company’s stockholders , whose determination shall be conclusive and described in shares (or rights to acquire sharesa statement filed with the Warrant Agent) of capital stock the assets or evidences of a subsidiary) (a “Distribution”), the Company shall deliver written notice indebtedness so distributed or of such Distribution (subscription rights, and the denominator of which is the relevant Exercise Price on such date. The number of shares purchasable upon the exercise of each Warrant on such record date shall be increased to a “Distribution Notice”) number of shares equal to the Holder at least fifteen (15) days prior to the earlier to occur of (i) the number of shares purchasable on such record date for determining stockholders entitled multiplied by the relevant Exercise Price in effect immediately prior to such Distribution (the “Record Date”) and adjustment required by the preceding sentence, divided by (ii) the adjusted relevant Exercise Price computed pursuant to the preceding sentence. Such adjustments shall be made successively whenever such a record date on which is fixed and, in the event that such Distribution distribution is made (the “Distribution Date”)(the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Noticenot so made, 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 relevant 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 and 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 purchasable upon exercise of such election notice from the Holder, the Company Warrants 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 adjusted to the preceding sentence on or price and the number of shares which were in effect prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentencesuch record date.

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(a) Except as set forth in clause (b) and (c) below, 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 Distribution shall be made to the Company’s stockholders Members at the times and in shares (or rights to acquire shares) the aggregate amounts determined by the Board of capital stock Managers in the following amounts and order 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 priority: (i) first, to the record date for determining stockholders entitled to Class A Holders until such Distribution Class A Holders have received (the “Record Date”1) 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 a return of the Distribution Notice, the Holder shall promptly Initial Value (but in no event later than three taking into account all prior Distributions) plus (32) 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 a 10 percent (10%) per annum compound rate of return on the fair market value of Initial Value outstanding from time to time after reduction for amounts Distributed to the assets to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be madeClass A Holders (b) The Company shall, 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 Holderand shall cause its Subsidiaries to, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clause (A) or perform duly and punctually their respective covenants in the Residual Sharing Agreement, and (B)) conduct their business in the Ordinary Course of Business with respect to the Residual Value Assets and the Securitization Residual Value. The Company shall make no distribution to any other Member in respect of the Residual Value Interests or proceeds thereof, as applicablethe right to such Residual Value Interests being solely attributable to the Residual Value Interest Holders. If the Holder does not notify (c) The Company shall separately account for all Residual Proceeds received by the Company of its election pursuant to from the preceding sentence on or prior to Financing Vehicles after the Determination Date, the Holder date hereof. All such Residual Proceeds received shall be deemed to have elected clause been applied to reduce (Ai) first, the accrued but unpaid Notional Subordinated Financing Interest as of the date such Residual Proceeds were received and (ii) second, to the unpaid balance of the Notional Subordinated Financing Principal Amount. On each January 1, April 1, July 1, and October 1, commencing October 1, 2007, all accrued but unpaid Notional Subordinated Financing Interest shall be added to the then unpaid Notional Subordinated Financing Principal Amount, be deemed paid thereby and thereafter be deemed a part of the Notional Subordinated Financing Principal Amount. After the aggregate cumulative Residual Proceeds received from the Financing Vehicles equals the Notional Subordinated Financing Principal Amount and any accrued but unpaid Notional Subordinated Financing Interest, the Company shall Distribute ratably to the Residual Value Interest Holders an amount (the “Securitization Residual Value”) equal to eighty percent (80.0%) of all Residual Proceeds from time to time received from the preceding sentenceFinancing Vehicles in excess of a cumulative amount equal to the Notional Subordinated Financing Amount and any accrued but unpaid Notional Subordinated Financing Interest, promptly following receipt of any such excess Residual Proceeds. Notwithstanding anything in the foregoing to the contrary, the Company shall promptly Distribute the Liquidated Value ratably to the Residual Value Interest Holders in accordance with Section 5 of the Residual Sharing Agreement. Such Distribution of the Liquidated Value shall be deemed payment in full of all Securitization Residual Value and redemption of the Residual Value Interests, and no further Residual Proceeds shall be distributed to the Residual Value Interest Holders thereafter. Residual Proceeds that are not included in the Securitization Residual Value shall be distributed in accordance with Section 4.4(a) above. On dissolution of the Company, after the liquidators pay, satisfy or discharge from the Company all of the debts, liabilities and obligations of the Company, the Company shall distribute to the Residual Value Interest Holders ratablv the Residual Value Assets.

Distributions. (a) If, at any time after the Issue Datewhen there are Loaned Shares outstanding under this Agreement, the Company declares Lender 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 outstanding shares of Common Stock, including without limitation Borrower shall pay to Lender (whether or not Borrower is a holder of any or all of the outstanding Loaned Shares at such time), on the second Business Day immediately following the day such dividend or distribution is paid, 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 Common Stock of such Distribution (dividend or distribution, as the “Record Date”) case may be, 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, notwithstanding the return of such Loaned Shares Borrower shall nonetheless pay to Lender the amount of such dividend or distribution, as the “Determination Date”). Upon receipt of the Distribution Noticecase may be, 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 following the Record Date by an amount equal to the fair market value day such dividend or distribution is paid. (b) If, at any time when there are Loaned Shares outstanding under this Agreement, Lender makes a distribution in respect of the assets to be distributed divided by the number of all its outstanding shares of Common Stock as (other than a distribution upon liquidation or a reorganization in bankruptcy) 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 or exchangeable for Common Stock) (a “Non-Cash Distribution”), Borrower shall deliver to which such Distribution Lender in kind (whether or not Borrower is to be made, such fair market value to be reasonably determined in good faith by the independent members a holder of any or all of the Company’s Board of Directors. Upon receipt outstanding Loaned Shares), on the Business Day that is one customary settlement cycle for the property or securities distributed in the relevant Non-Cash Distribution following the date of such election notice from the HolderNon-Cash Distribution, the Company shall timely effectuate property or securities so distributed in an amount (the transaction or adjustment contemplated in the foregoing clause (A“Delivery Amount”) or (B), as applicable. If the Holder does not notify the Company of its election pursuant equal to the preceding sentence product of (i) the amount per share of Common Stock of such Non-Cash 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 Non-Cash Distribution on or such Loaned Shares but prior to the Determination Datesettlement of such Non-Cash Distribution on such Loaned Shares, notwithstanding the Holder return of such Loaned Shares Borrower shall nonetheless deliver to Lender the Delivery Amount in respect of such Non-Cash Distribution on the Business Day that is one customary settlement cycle for the property or securities distributed in the relevant Non-Cash Distribution following the date of such Non-Cash Distribution. (c) Any interest, cash distribution or cash dividend made on or in respect of any Collateral for any Loan hereunder, shall, subject to (e) below, be delivered to Borrower on the date such interest, cash distribution or cash dividend is received by Custodian. (d) Any non-cash distributions or dividend made on or in respect of any Collateral for any Loan hereunder shall, subject to (e) below, be delivered to Borrower on the date such non-cash distribution or dividend is received by Custodian. (e) To the extent that a transfer of cash or other property to Borrower under the provisions of this Section 7 would give rise to a Collateral Deficit, no transfer of cash or other property to the extent of any such Collateral Deficit shall be deemed made in accordance with this Section 7, but in lieu of such transfer shall immediately be credited to have elected clause (A) the Collateral Account. No transfer of cash or other property shall be made to Borrower under the preceding sentenceprovisions of this Section 7 if at the time of such transfer a Borrower Default has occurred and is continuing.

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.