Common use of Other Distributions Clause in Contracts

Other Distributions. In case the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) above), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise of the Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrant.

Other Distributions. In case If the Company shall distribute Corporation distributes to all holders of its shares of Common Stock (including Stock, any such Convertible Securities or Options or any other assets for which there is no corresponding distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities respect of the Company Preferred Stock pursuant to Section 4(a)(i) (excluding those referred which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to in subparagraph (b) aboveSection 4(a)(i)), then the Conversion Price in each case effect immediately prior to the number of shares of Common Stock thereafter purchasable upon the exercise of the Warrant Ex-Date for such distribution shall be adjusted to the price determined by multiplying the number Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the 10-Day VWAP of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) determined on the date of Ex-Date for such distribution, and of which . FMV = the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities distribution applicable to one share of Common Stock. Such adjustment shall Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five (5) Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be made whenever any such distribution is madedetermined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and shall become effective on (y) is reasonably acceptable to Holders of a majority of the date outstanding shares of distribution retroactive Preferred Stock; provided, that such value, whether determined pursuant to the record date foregoing clause (i) or (ii), shall not for the determination purposes hereof in any event be equal to or greater than the 10-Day VWAP of stockholders entitled to receive a share of Common Stock determined on such distributiondate. In a “spin-off,” where the event of Corporation makes a distribution by the Company to all holders of its shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the fifteenth (15th) Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such fifteenth (15th) Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the 10-Day VWAP of a subsidiary share of Common Stock determined on the eleventh (11th) Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities convertible into exchange or exercisable for traded on an over-the-counter market, the 10-Day VWAP of a share of Common Stock on the effective date of such stockdistribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, then in lieu an amount equal to the product of an adjustment in (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock purchasable upon and (y) the exercise 10-Day VWAP of such capital stock or equity interests on the eleventh (11th) Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the 10-Day VWAP of the Warrant, capital stock or equity interests representing the Holder portion of the Warrant, upon distribution applicable to one share of Common Stock on the exercise thereof at any time after effective date of such distribution shall be entitled (after giving effect to receive from such distribution). In the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided event that such distribution described in this Section 6; provided7(a)(iii) is not so paid or made, however, that no adjustment in respect of cash dividends or interest on such stock or other securities the Conversion Price shall be made during the term readjusted, effective as of the Warrant date the Board of Directors publicly announces its decision not to pay or upon make such distribution, to the exercise of a WarrantConversion Price that would then be in effect if such distribution had not been declared.

Other Distributions. In case If the Company shall distribute declare any distribution (which, for the avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of the Warrants) of its assets (or rights to all acquire its assets) to holders of its shares of Common Stock Stock, by way of return of capital or otherwise (including including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction), except to the extent an adjustment was already made pursuant to Section 4.1.1 or 4.2 (a “Distribution”), at any time after the issuance of a Warrant, then, in each such distribution made in connection with a consolidation or merger in which case, the Company is shall reserve and put aside the continuing corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred maximum Distribution amount the Holder would have been entitled to in subparagraph (a) above or in receive if the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) above), then in each case Holder had held the number of shares of Common Stock thereafter purchasable acquirable upon complete exercise of such Warrant (without regard to any limitations on exercise thereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the participation in such Distribution. Upon exercise of a Warrant, in whole or in part, the Company shall, contemporaneously with the delivery of the Common Stock, distribute to the Holder a pro rata portion of such Distribution based on the portion of the Warrant that has been exercised (provided, however, to the extent that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be determined by multiplying entitled to participate in such Distribution at such time and to such extent (or the number beneficial ownership of any such shares of Common Stock theretofore purchasable upon as a result of such Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the exercise benefit of the Warrant by a fractionHolder until such time, of if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at which time or times the numerator Holder shall be the then current market price per share of Common Stock granted such Distribution (as defined and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to be held similarly in subparagraph (dabeyance) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive same extent as if there had been no such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantlimitation).

Other Distributions. In case If the Company shall distribute Corporation distributes to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) above), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Warrant Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the number Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date of immediately prior to the Ex-Date for such distribution, and of which . FMV = the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities distribution applicable to one share of Common Stock. Such adjustment shall Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be made whenever any such distribution is madedetermined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and shall become effective on (y) is reasonably acceptable to Holders of a majority of the date outstanding shares of distribution retroactive Preferred Stock; provided, that such value, whether determined pursuant to the record date foregoing clause (i) or (ii), shall not for the determination purposes hereof in any event be equal to or greater than the Market Price of stockholders entitled to receive a share of Common Stock on such distributiondate. In a “spin-off,” where the event of Corporation makes a distribution by the Company to all holders of its shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a subsidiary share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities convertible into exchange or exercisable for traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such stockdistribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, then in lieu an amount equal to the product of an adjustment in (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock purchasable upon and (y) the exercise Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the Warrant, capital stock or equity interests representing the Holder portion of the Warrant, upon distribution applicable to one share of Common Stock on the exercise thereof at any time after effective date of such distribution shall be entitled (after giving effect to receive from such distribution). In the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided event that such distribution described in this Section 6; provided9(a)(iii) is not so paid or made, however, that no adjustment in respect of cash dividends or interest on such stock or other securities the Conversion Price shall be made during the term readjusted, effective as of the Warrant date the Board of Directors publicly announces its decision not to pay or upon make such dividend or distribution, to the exercise of a WarrantConversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. In case During such time as this Warrant is outstanding, if the Company shall distribute declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of its shares of Common Stock Stock, by way of return of capital or otherwise (including including, without limitation, any such distribution made in connection with of cash, stock or other securities, property or options by way of a consolidation dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or merger in which the Company is the continuing corporationother similar transaction) evidences of its indebtedness other than any dividend or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions distribution referred to in subparagraph (a) above or in the paragraph immediately following this paragraphSections 3(a) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) aboveabove (a “Distribution”), then at any time after the issuance of this Warrant, then, in each case such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock thereafter purchasable acquirable upon the complete exercise of this Warrant (without regard to any limitations on exercise hereof, including, without limitation, the Warrant shall be determined by multiplying Beneficial Ownership Limitation) immediately before the number date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall are to be the then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date determined for the determination of stockholders entitled to receive participation in such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6Distribution; provided, however, to the extent that no adjustment the Holder’s right to participate in respect any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of cash dividends or interest on any shares of Common Stock as a result of such stock or other securities Distribution to such extent) and the portion of such Distribution shall be made during held in abeyance for the term benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. To the extent that this Warrant has not been partially or upon completely exercised at the exercise time of a Warrantsuch Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant in full.

Other Distributions. In case the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding Other than ordinary cash dividends or distributions payable paid out of consolidated the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation shall fix a record date for the making of a dividend or earned surplus and dividends distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or distributions other persons, assets or warrants or rights not referred to in subparagraph clauses (a) above or in the paragraph immediately following this paragraphd) or rights(e) of this Section 8 (the "Other Distribution"), options or warrantsthen, or convertible or exchangeable securities containing in each such case, at the right to subscribe for or purchase debt securities, assets or other securities election of the Company Corporation, either (excluding those referred to in subparagraph (bi) above), then in each case the number of shares of Common Stock thereafter purchasable issuable after such record date upon the exercise of the this Warrant shall be determined adjusted by multiplying the number of shares of Common Stock theretofore purchasable issuable upon the exercise of the this Warrant immediately prior to such record date by a fraction, the numerator of which the numerator shall be the then current market price Fair Market Value per share of Common Stock (as defined in subparagraph (d) below) on the record date of for such distribution, distribution and the denominator of which the denominator shall be the then current market price Fair Market Value per share of Common Stock, Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Company, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the record date for such distribution or (B) the cash equivalent of such Other Distribution. Such If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due xxxx or other appropriate instrument evidencing such holder's right to receive such distribution upon its occurrence. In Notwithstanding the event of a distribution foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Company Board of Directors of the Corporation) of the Other Distribution applicable to all holders of its shares one share of Common Stock of a subsidiary is equal to or securities convertible into or exercisable for such stock, greater than the then in lieu of an adjustment in the number of shares Fair Market Value per share of Common Stock purchasable upon on the exercise record date of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantdistribution.

Other Distributions. In case During such time as this Warrant is outstanding, if the Company shall distribute declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of its shares of Common Stock Stock, by way of return of capital or otherwise (including including, without limitation, any such distribution made in connection with of cash, stock or other securities, property or options by way of a consolidation dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or merger in which the Company is the continuing corporationother similar transaction) evidences of its indebtedness other than any dividend or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions distribution referred to in subparagraph (a) above or in the paragraph immediately following this paragraphSections 3(a) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) above(a “Distribution”), then at any time after the issuance of this Warrant, then, in each case such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock thereafter purchasable acquirable upon the complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Warrant shall be determined by multiplying Beneficial Ownership Limitation) immediately before the number date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock theretofore purchasable upon are to be determined for the exercise of participation in such Distribution (provided, however, to the Warrant by a fraction, of which extent that the numerator shall be the then current market price per share of Common Stock (as defined Holder’s right to participate in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is madeDistribution would result in the Holder exceeding the Beneficial Ownership Limitation, and then the Holder shall become effective on the date of distribution retroactive to the record date for the determination of stockholders not be entitled to receive participate in such distribution. In Distribution to such extent (or in the event beneficial ownership of a distribution by the Company to all holders of its any shares of Common Stock as a result of a subsidiary or securities convertible into or exercisable such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such stocktime, then in lieu of an adjustment if ever, as its right thereto would not result in the number Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completed exercised at the time of shares of Common Stock purchasable upon the exercise such Distribution, such portion of the Warrant, Distribution shall be held in abeyance for the benefit of the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which until the Holder would have been entitled if the Holder had has exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrant.

Other Distributions. In case the Company shall shall, by dividend or otherwise, distribute to all holders of record of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) Shares evidences of its indebtedness indebtedness, shares of any class or series of Capital Stock, cash or assets (including securities, but excluding cash dividends any securities or distributions payable out of consolidated earnings rights, options or earned surplus and dividends or distributions warrants referred to in subparagraph (ai) above of this Section 4.2(a) and any dividend or distribution paid exclusively in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) abovecash), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise of the Warrant Conversion Price shall be reduced so that such price shall equal the price determined by multiplying the number of shares of Common Stock theretofore purchasable upon Conversion Price in effect immediately prior to the exercise effectiveness of the Warrant Conversion Price reduction contemplated by this subparagraph (iii) by a fraction, fraction of which the numerator shall be the then current market price Daily VWAP per share of Class A Common Stock (as defined in subparagraph (d) below) on the date Reference Date less the Fair Market Value, on the Reference Date, of such distributionnumber or amount of the evidences of indebtedness, shares of Capital Stock, cash and assets that is so distributed to a holder of which one Class A Common Stock and the denominator shall be the then such current market price Daily VWAP per share of Class A Common Stock, less such reduction to become effective on the then fair market value later to occur of (x) immediately prior to the opening of business on the day following the Reference Date and (y) the time at which such dividend or other distribution is unconditionally declared by the Board of the portion Company. For purposes of the assets this subparagraph (iii), any dividend or evidences of indebtedness so distributed distribution that includes (but is not limited to) Common Shares, securities convertible or of such subscription exchangeable into Common Shares or rights, options or warrantswarrants to subscribe for or purchase Common Shares shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, cash, assets or shares of Capital Stock other than such Common Shares, such securities convertible or exchangeable into Common Shares or such rights, options or warrants (so that any Conversion Price reduction required by this subparagraph (iii) is made) immediately followed by (2) a dividend or distribution of such Common Shares, such securities applicable to one share convertible or exchangeable into Common Shares or such rights, options or warrants (so that there is made any further Conversion Price reduction required by subparagraph (i)), except (A) the Reference Date of Common Stock. Such adjustment such dividend or distribution shall be made whenever any such distribution is made, and shall become effective on substituted as “the date of distribution retroactive to the record date fixed for the determination of stockholders shareholders entitled to receive such distributionsecurities, rights or warrants” and “the date fixed for such determination” within the meaning of subparagraph (i) and (B) any Common Shares included in such dividend or distribution shall not be included in the “number of Fully-Diluted Shares outstanding at the close of business on the date fixed for such determination” within the meaning of subparagraph (i). In case any dividend or other distribution referred to in this subparagraph (iii) in respect of which an adjustment shall have been made shall not be paid or otherwise distributed on the event of a distribution date fixed therefor (as determined in good faith by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise Board of the WarrantCompany whose good faith determination shall be conclusive), the Holder of the Warrant, upon the exercise thereof at any time after such distribution Conversion Price shall be entitled readjusted to receive from the Company the stock or other securities to which the Holder Conversion Price that would have been entitled in effect if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect had been made on account of cash dividends or interest on such stock dividend or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantdistribution.

Other Distributions. In case (a) If the Company Company, at any time while this Warrant is outstanding, shall distribute to all holders of its Common Stock (and not to the Holders), shares of any class of Capital Stock of the Company (other than any dividends or distributions to which Section 2.1 applies) or evidences of its indebtedness, cash or other assets, including any such distribution made securities, but excluding dividends or distributions of stock, securities or other property or assets (including cash) in connection with a consolidation reclassification, change, merger, consolidation, statutory share exchange, combination, sale or merger in conveyance to which the Company is the continuing corporation) Section 2.3 applies (such Capital Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rightsindebtedness, options or warrantscash, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, other assets or other securities being distributed hereinafter in this Section 2.2 called the “Distributed Assets”), then, in each such case, the Exercise Price shall be reduced so that the same shall be equal to the price determined by multiplying the Exercise Price in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be the Fair Market Value of the Common Stock of the Company on such date less the fair market value (excluding those referred as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board resolution) on such date of the portion of the Distributed Assets so distributed applicable to in subparagraph one share of Common Stock (b) above), then in each case determined on the basis of the number of shares of Common Stock thereafter purchasable upon outstanding on the exercise record date); and (ii) the denominator of which shall be such Fair Market Value of the Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, Company on such date. Such reduction in the Exercise Price shall become effective immediately prior to the opening of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) business on the date of such distributionday following the record date. However, and of which in the denominator shall be the then current market price per share of Common Stock, less event that the then fair market value (as so determined) of the portion of the assets or evidences of indebtedness Distributed Assets so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment Stock is equal to or greater than the fair market value on the record date, in lieu of the foregoing adjustment, adequate provision shall be made whenever any such distribution is made, and so that the Holder of this Warrant shall become effective on have the date of distribution retroactive to the record date for the determination of stockholders entitled right to receive upon conversion hereof (or any portion hereof) the amount of Distributed Assets the Holder would have received had the Holder converted this Warrant (or portion hereof) immediately prior to such distributionExercise Price. In the event of a that such dividend or distribution by the Company to all holders of its shares of Common Stock of a subsidiary is not so paid or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrantmade, the Holder of Exercise Price shall again be adjusted to be the Warrant, upon the exercise thereof at any time after Exercise Price that otherwise would then be in effect if such dividend or distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have had not been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantdeclared.

Other Distributions. In case at any time or from time to time after the date hereof the Company shall distribute to all holders of its Common Stock (including any such distribution made i) a debt instrument in connection with a consolidation exchange for or merger in which the Company is the continuing corporation) evidences addition to shares of common stock, shares of its indebtedness capital stock or assets any other properties or securities (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred other distributions, if any, to in subparagraph (a) above or in be paid on the paragraph immediately following this paragraphClosing Date pursuant to the Plan) or rights(ii) any options, options warrants or warrants, or convertible or exchangeable securities containing the right other rights to subscribe for or purchase debt securities, assets or other securities any of the Company foregoing (excluding those referred to in subparagraph (b) above)other than, then in each case set forth in (i) and (ii), (x) any distribution described in Section 4.1 or (y) any rights, options, warrants or securities described in Section 4.3) then the number of shares of Common Stock thereafter Warrant Shares purchasable upon the exercise of the each Warrant shall be increased by a number equal to a fraction, the numerator of which shall be the fair value (the "Fair Value") (as determined in good faith by multiplying the number Board, whose determination shall be evidenced by a reasonably detailed Board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one Warrant Share consisting of a debt instrument, shares of Common Stock theretofore purchasable upon stock, securities, other property, warrants, options or subscription or purchase rights and the exercise denominator of which shall be the Fair Value of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date of Shares immediately after such other distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, made and shall become effective on as of the date of distribution distribution, retroactive to the record date for the determination of stockholders entitled to receive any such distribution. In the event of a distribution by ; provided, however, that the Company is not required to all make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in pro rata based on the number of shares of Common Stock purchasable upon for which such Warrants are exercisable (whether or not currently exercisable). Notwithstanding anything to the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided contrary in this Section 6; providedWarrant Agreement, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during pursuant to this Section 4.2 or elsewhere in this Warrant Agreement in the term event the Company distributes any cash dividend or other distribution of the Warrant or upon the exercise cash to holders of a Warrantits Common Stock.

Other Distributions. In case During such time as this Warrant is outstanding, if the Company shall distribute declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of its shares of Common Stock Stock, by way of return of capital or otherwise (including including, without limitation, any such distribution made in connection with of cash, stock or other securities, property or options by way of a consolidation dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or merger in which the Company is the continuing corporationother similar transaction) evidences of its indebtedness other than any dividend or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions distribution referred to in subparagraph (a) above or in the paragraph immediately following this paragraphSection 3(a) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company Section 3(b) (excluding those referred to in subparagraph (b) abovea “Distribution”), then at any time after the issuance of this Warrant, then, in each case such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock thereafter purchasable acquirable upon the complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Warrant shall be determined by multiplying Beneficial Ownership Limitation) immediately before the number date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock theretofore purchasable upon are to be determined for the exercise of participation in such Distribution (provided, however, to the Warrant by a fraction, of which extent that the numerator shall be the then current market price per share of Common Stock (as defined Holder’s right to participate in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is madeDistribution would result in the Holder exceeding the Beneficial Ownership Limitation, and then the Holder shall become effective on the date of distribution retroactive to the record date for the determination of stockholders not be entitled to receive participate in such distribution. In Distribution to such extent (or in the event beneficial ownership of a distribution by the Company to all holders of its any shares of Common Stock as a result of a subsidiary or securities convertible into or exercisable such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such stocktime, then in lieu of an adjustment if ever, as its right thereto would not result in the number Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completed exercised at the time of shares of Common Stock purchasable upon the exercise such Distribution, such portion of the Warrant, Distribution shall be held in abeyance for the benefit of the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which until the Holder would have been entitled if the Holder had has exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrant.

Other Distributions. In case the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding Other than ordinary cash dividends or distributions payable paid out of consolidated the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation shall fix a record date for the making of a dividend or earned surplus and dividends distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or distributions other persons, assets or warrants or rights not referred to in subparagraph clauses (a) above or in the paragraph immediately following this paragraphd) or rights(e) of this Section 8 (the "Other Distribution"), options or warrantsthen, or convertible or exchangeable securities containing in each such case, at the right to subscribe for or purchase debt securities, assets or other securities election of the Company Corporation, either (excluding those referred to in subparagraph (bi) above), then in each case the number of shares of Common Stock thereafter purchasable issuable after such record date upon the exercise of the this Warrant shall be determined adjusted by multiplying the number of shares of Common Stock theretofore purchasable issuable upon the exercise of the this Warrant immediately prior to such record date by a fraction, the numerator of which the numerator shall be the then current market price Fair Market Value per share of Common Stock (as defined in subparagraph (d) below) on the record date of for such distribution, distribution and the denominator of which the denominator shall be the then current market price Fair Market Value per share of Common Stock, Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Company, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the record date for such distribution or (B) the cash equivalent of such Other Distribution. Such If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or other appropriate instrument evidencing such holder's xxxxt to receive such distribution upon its occurrence. In Notwithstanding the event of a distribution foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Company Board of Directors of the Corporation) of the Other Distribution applicable to all holders of its shares one share of Common Stock of a subsidiary is equal to or securities convertible into or exercisable for such stock, greater than the then in lieu of an adjustment in the number of shares Fair Market Value per share of Common Stock purchasable upon on the exercise record date of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantdistribution.

Other Distributions. In case Beginning 90 days after the Company shall distribute Closing Date, if the LLC or its Subsidiaries elects to all holders of its Common Stock (including any such distribution made make a Restricted Payment in connection accordance with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) aboveSection 4.4(f), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise LLC (or its Subsidiaries) shall first apply 75% of the Warrant amount equal to any such Restricted Payment (any such amount, the “Offer Amount”) to make an offer to the Preferred Members to redeem the Preferred Units, on a pro rata basis in proportion to their holdings of the Preferred Units, at a redemption price equal to the Preferred Liquidation Amount applicable to their Preferred Units. Each Preferred Member shall have the option, but not the obligation, to redeem all or a portion of their Preferred Units at such redemption price (the amount actually applied to redeem Preferred Units, the “Accepted Amount”). The closing date for any such redemption shall be determined as specified in a notice from the LLC to the Preferred Members; provided that the closing date for such redemption shall be no earlier than 10 days and no later than 60 days after the delivery of such notice. Such notice shall state the time by multiplying which each Preferred Member may elect to include such Preferred Member’s Preferred Units in such offer. In addition, such notice may state that the number offer of shares redemption is conditional on the occurrence of Common Stock theretofore purchasable upon such certain conditions specified therein and/or state that, in the exercise LLC’s discretion, the closing date for such offer may be delayed until such time (but no more than 60 days after the notice is sent) as any or all such conditions shall be satisfied or waived by the LLC. The closing date for such offer of redemption may be rescinded at any time in the LLC’s sole discretion if the LLC determines that any or all such conditions will not be satisfied or waived. At the closing of any redemption of Preferred Units pursuant to this Section 4.2(b), each Preferred Member shall assign to the LLC all of the Warrant Preferred Units being redeemed, free and clear of all liens, encumbrances and other restrictions, by delivering a fraction, duly executed assignment with respect to such Preferred Units (the form of which the numerator shall be reasonably satisfactory to the then current market price per share LLC) and the Preferred Members shall execute a release (the form of Common Stock which shall be reasonably satisfactory to the LLC) with respect to obligations and liabilities arising from the rights of such Preferred Members as Preferred Members in the LLC. The Board may cause the LLC or its Subsidiaries to use the difference between the Offer Amount and the Accepted Amount (as defined in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of well as the portion of Restricted Payments received by the assets LLC or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable its Subsidiaries and not applied pursuant to one share of Common Stock. Such adjustment shall be made whenever this Section 4.2(b)) for any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of purpose other than a distribution by the Company to all holders enable Xxxxxxxx to (x) pay a special dividend or special distribution to equityholders of its shares Xxxxxxxx or (y) pay a dividend or distribution to any other holder of Common Stock preferred equity of a subsidiary Xxxxxxxx or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a WarrantIntermediate Holdco.

Other Distributions. In case If Triton Cayman makes a distribution of securities or other property (other than cash, Class B Shares or a distribution of rights subject to Section 4.03) to the Company shall distribute to all holders of any of its Common Stock securities constituting a part of the Deposited Securities which it is required to offer or cause to be offered to the holders of such securities by the Articles of Association or the Companies Act, the Depositary shall cause the securities or property so distributable to be distributed to the Holders of Receipts evidencing Depositary Shares representing Deposited Securities on a record date fixed pursuant to Section 4.05, in proportion to the number of Depositary Shares representing Deposited Securities held by each of them respectively, in any manner that the Depositary may (after consultation with Triton Cayman) deem equitable and practicable for accomplishing such distribution, including, in the case of securities, with the consent of Triton Cayman, depositing such securities in a depositary share facility for such securities and distributing to the Holders depositary shares representing the securities so deposited; PROVIDED that if, in the case of a distribution (other than a distribution in respect of Deposited Securities of securities having an aggregate fair market value as determined by Triton Cayman of $5,000,000 or more), in the opinion of the Depositary (after consultation with Triton Cayman) such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including any tax withholding requirement) the Depositary deems such distribution made in connection not to be feasible, the Depositary may (after consultation with a consolidation or merger in which Triton Cayman) adopt such method as it may deem equitable and practicable for the Company is the continuing corporation) evidences purpose of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) above), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise of the Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the distribution by the Depositary to the Holders of which the denominator shall net proceeds of any such sale as in the case of a distribution received in cash pursuant to Section 4.01. Triton Cayman agrees that it will take all necessary action, and comply in all material respects with all applicable United States and Cayman Islands laws and regulations, in order to permit any such distribution to be made to the then current market price per share Holders, including without limitation, causing, if necessary, a registration statement under the Securities Act of Common Stock, less the then 1933 covering such offering to be declared effective and to remain in effect (other than a distribution in respect of Deposited Securities of securities having an aggregate fair market value as determined by Triton Cayman of $5,000,000 or less). Notwithstanding the portion foregoing, in lieu of the assets or evidences of indebtedness so distributed or distributing fractions of such subscription rightssecurities, options or warrants, or the Depositary may sell that number of such convertible or exchangeable securities applicable to one share represented by the aggregate of Common Stock. Such adjustment shall be made whenever any such distribution is made, fractions and shall become effective on distribute the date net proceeds of distribution retroactive to such sale as in the record date for the determination of stockholders entitled to receive such distribution. In the event case of a distribution by the Company received in cash pursuant to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after Section 4.01. No such distribution shall be entitled to receive from alter the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise composition of a WarrantShare.

Other Distributions. In case the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding Other than ordinary cash dividends or distributions payable paid out of consolidated the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation shall fix a record date for the making of a dividend or earned surplus and dividends distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or distributions other persons, assets or warrants or rights not referred to in subparagraph clauses (a) above or in the paragraph immediately following this paragraphd) or rights(e) of this Section 8 (the "Other Distribution"), options or warrantsthen, or convertible or exchangeable securities containing in each such case, at the right to subscribe for or purchase debt securities, assets or other securities election of the Company Corporation, either (excluding those referred to in subparagraph (bi) above), then in each case the number of shares of Common Stock thereafter purchasable issuable after such record date upon the exercise of the this Warrant shall be determined adjusted by multiplying the number of shares of Common Stock theretofore purchasable issuable upon the exercise of the this Warrant immediately prior to such record date by a fraction, the numerator of which the numerator shall be the then current market price Fair Market Value per share of Common Stock (as defined in subparagraph (d) below) on the record date of for such distribution, distribution and the denominator of which the denominator shall be the then current market price Fair Market Value per share of Common Stock, Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Corporation, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the record date for such distribution or (B) the cash equivalent of such Other Distribution. Such If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or other appropriate instrument evidencing such holder's rigxx xo receive such distribution upon its occurrence. In Notwithstanding the event of a distribution foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Company Board of Directors of the Corporation) of the Other Distribution applicable to all holders of its shares one share of Common Stock of a subsidiary is equal to or securities convertible into or exercisable for such stock, greater than the then in lieu of an adjustment in the number of shares Fair Market Value per share of Common Stock purchasable upon on the exercise record date of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantdistribution.

Other Distributions. In case the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding Other than ordinary cash dividends or distributions payable paid out of consolidated the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation shall fix a record date for the making of a dividend or earned surplus and dividends distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or distributions other persons, assets or warrants or rights not referred to in subparagraph clauses (a) above or in the paragraph immediately following this paragraphd) or rights(e) of this Section 8 (the "Other Distribution"), options or warrantsthen, or convertible or exchangeable securities containing in each such case, at the right to subscribe for or purchase debt securities, assets or other securities election of the Company Corporation, either (excluding those referred to in subparagraph (bi) above), then in each case the number of shares of Common Stock thereafter purchasable issuable after such record date upon the exercise of the this Warrant shall be determined adjusted by multiplying the number of shares of Common Stock theretofore purchasable issuable upon the exercise of the this Warrant immediately prior to such record date by a fraction, the numerator of which the numerator shall be the then current market price Fair Market Value per share of Common Stock (as defined in subparagraph (d) below) on the record date of for such distribution, distribution and the denominator of which the denominator shall be the then current market price Fair Market Value per share of Common Stock, Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Company, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the record date for such distribution or (B) the cash equivalent of such Other Distribution. Such If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; PROVIDED HOWEVER, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or otxxx appropriate instrument evidencing such holder's right to receive such distribution upon its occurrence. In Notwithstanding the event of a distribution foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Company Board of Directors of the Corporation) of the Other Distribution applicable to all holders of its shares one share of Common Stock of a subsidiary is equal to or securities convertible into or exercisable for such stock, greater than the then in lieu of an adjustment in the number of shares Fair Market Value per share of Common Stock purchasable upon on the exercise record date of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantdistribution.

Other Distributions. In case the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding Other than ordinary cash dividends or distributions payable paid out of consolidated the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation shall fix a record date for the making of a dividend or earned surplus and dividends distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or distributions other persons, assets or warrants or rights not referred to in subparagraph clauses (a) above or in the paragraph immediately following this paragraphd) or rights(e) of this Section 8 (the "Other Distribution"), options or warrantsthen, or convertible or exchangeable securities containing in each such case, at the right to subscribe for or purchase debt securities, assets or other securities election of the Company Corporation, either (excluding those referred to in subparagraph (bi) above), then in each case the number of shares of Common Stock thereafter purchasable issuable after such record date upon the exercise of the this Warrant shall be determined adjusted by multiplying the number of shares of Common Stock theretofore purchasable issuable upon the exercise of the this Warrant immediately prior to such record date by a fraction, the numerator of which the numerator shall be the then current market price Fair Market Value per share of Common Stock (as defined in subparagraph (d) below) on the record date of for such distribution, distribution and the denominator of which the denominator shall be the then current market price Fair Market Value per share of Common Stock, Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Company, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the record date for such distribution or (B) the cash equivalent of such Other Distribution. Such If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or other appropriate instrument evidencing such holder's right tx xxceive such distribution upon its occurrence. In Notwithstanding the event of a distribution foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Company Board of Directors of the Corporation) of the Other Distribution applicable to all holders of its shares one share of Common Stock of a subsidiary is equal to or securities convertible into or exercisable for such stock, greater than the then in lieu of an adjustment in the number of shares Fair Market Value per share of Common Stock purchasable upon on the exercise record date of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantdistribution.

Other Distributions. In case During such time as this Warrant is outstanding, if the Company shall distribute declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of its shares of Common Stock Stock, by way of return of capital or otherwise (including including, without limitation, any such distribution made in connection with of cash, stock or other securities, property or options by way of a consolidation dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or merger in which the Company is the continuing corporationother similar transaction) evidences of its indebtedness other than any dividend or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions distribution referred to in subparagraph (a) above or in the paragraph immediately following this paragraphSection 3(a) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company Section 3(b) (excluding those referred to in subparagraph (b) abovea “Distribution”), then at any time after the issuance of this Warrant, then, in each case such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock thereafter purchasable acquirable upon the complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Warrant shall be determined by multiplying Maximum Percentage) immediately before the number date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock theretofore purchasable upon are to be determined for the exercise of participation in such Distribution (provided, however, to the Warrant by a fraction, of which extent that the numerator shall be the then current market price per share of Common Stock (as defined Holder’s right to participate in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is madeDistribution would result in the Holder exceeding the Maximum Percentage, and then the Holder shall become effective on the date of distribution retroactive to the record date for the determination of stockholders not be entitled to receive participate in such distribution. In Distribution to such extent (or in the event beneficial ownership of a distribution by the Company to all holders of its any shares of Common Stock as a result of a subsidiary or securities convertible into or exercisable such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such stocktime, then in lieu of an adjustment if ever, as its right thereto would not result in the number Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of shares of Common Stock purchasable upon the exercise such Distribution, such portion of the Warrant, Distribution shall be held in abeyance for the benefit of the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which until the Holder would have been entitled if the Holder had has exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrant.

Other Distributions. In case If the Company Company, at any time while this Warrant is outstanding, shall distribute declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all) of holders of its Common Stock Ordinary Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences excluding dividends of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus Ordinary Shares and other dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (bSection 3(a) above), then in each case the number by way of shares return of Common Stock thereafter purchasable upon the exercise capital or otherwise (including, without limitation, any distribution of the Warrant shall be determined cash, stock or other securities, property or options by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event way of a distribution by the Company to all holders dividend, spin off, reclassification, corporate rearrangement, scheme of its shares of Common Stock of arrangement or other similar transaction) (a subsidiary or securities convertible into or exercisable for such stock“Distribution”), then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after the issuance of this Warrant, then, in each such distribution case, the Holder shall be entitled to receive from participate in such Distribution to the Company the stock or other securities to which same extent that the Holder would have been entitled participated therein if the Holder had exercised held the number Ordinary Shares acquirable upon complete exercise of this Warrant immediately prior theretobefore the date of which a record is taken for such Distribution, all subject or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to further adjustment as provided be determined for the participation in this Section 6such Distribution; provided, however, that no adjustment in respect the Holder shall only be permitted to take delivery of cash dividends such Distribution if and to the extent the Holder exercises some or interest on such stock or other securities shall be made during the term all of the Warrant or (the portion of delivery of the Distribution shall be based on the pro rata portion of the Warrant Shares issuable upon the portion of the Warrant exercised as compared to the maximum number of Warrant Shares issuable upon complete exercise of a the Warrant), provided that, to the extent that the Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised the Warrant, at which time the Company shall issue to the Holder the pro rata portion of such Distribution equivalent to that portion of this Warrant then exercised.

Other Distributions. In case (i) If the Ex-Dividend Date occurs for a distribution by the Company shall distribute of shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities to all or substantially all holders of its the Common Stock Stock, excluding (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporationA) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus (including subdivisions) and dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, in each case, for which an adjustment is made pursuant to Sections 11.05(a) or convertible 11.05(b); (B) dividends or exchangeable securities containing the right distributions paid exclusively in cash for which an adjustment is made pursuant to subscribe Section 11.05(d); and (C) Spin-Offs for which an adjustment is made pursuant to Section 11.05(c)(ii) (any of such shares of Capital Stock, evidences of indebtedness, other assets or purchase debt property or rights, options or warrants to acquire Capital Stock or other securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) above“Distributed Property”), then the Conversion Rate shall be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0= the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value, as determined by the Board of Directors, of the Distributed Property distributed with respect to each case outstanding share of the Common Stock as of the Open of Business on the Ex-Dividend Date for such distribution. Notwithstanding the foregoing, if “SP0” (as defined above) minus “FMV” (as defined above) is less than $1.00, in lieu of the foregoing adjustment, each Holder shall receive, for each $1,000 principal amount of Notes held, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Distributed Property that such Holder would have received as if such Holder had owned a number of shares of the Common Stock thereafter purchasable upon equal to the exercise of the Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined Conversion Rate in subparagraph (d) below) effect on the record date of for such distribution. Any adjustment made under this Section 11.05(c)(i) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription if any rights, options or warrantswarrants are not exercised before their expiration date, the Conversion Rate shall be readjusted, as of the date the Board of Directors determines not to make or pay such distribution or as of such convertible or exchangeable securities applicable expiration date, as the case may be, to one share of Common Stock. Such adjustment shall be made whenever any the Conversion Rate that would then be in effect had such distribution is made, and shall become effective on the date of distribution retroactive not been declared or to the record date for the determination of stockholders entitled to receive extent such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary rights or securities convertible into or exercisable for such stockwarrants are not exercised, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantapplicable.

Other Distributions. In case During such time as this Warrant is outstanding, if the Company shall distribute declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of its shares of Common Stock Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, evidences of indebtedness of the Company or any other Person or any other property (including any such distribution made in connection with a consolidation shares of Capital Stock, other securities or merger in which the Company is the continuing corporation) evidences of its indebtedness of a subsidiary) or assets (excluding cash dividends options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or distributions payable out of consolidated earnings other similar transaction) other than any dividend or earned surplus and dividends or distributions distribution referred to in subparagraph (a) above or in the paragraph immediately following this paragraphSection 3(a) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company Section 3(b) (excluding those referred to in subparagraph (b) abovea “Distribution”), then at any time after the issuance of this Warrant, then, in each case such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock thereafter purchasable acquirable upon the complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Warrant shall be determined by multiplying Beneficial Ownership Limitation) immediately before the number date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock theretofore purchasable upon are to be determined for the exercise of participation in such Distribution (provided, however, to the Warrant by a fraction, of which extent that the numerator shall be the then current market price per share of Common Stock (as defined Holder’s right to participate in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is madeDistribution would result in the Holder exceeding the Beneficial Ownership Limitation, and then the Holder shall become effective on the date of distribution retroactive to the record date for the determination of stockholders not be entitled to receive participate in such distribution. In Distribution to such extent (or in the event beneficial ownership of a distribution by the Company to all holders of its any shares of Common Stock as a result of a subsidiary or securities convertible into or exercisable such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such stocktime, then in lieu of an adjustment if ever, as its right thereto would not result in the number Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completed exercised at the time of shares of Common Stock purchasable upon the exercise such Distribution, such portion of the Warrant, Distribution shall be held in abeyance for the benefit of the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which until the Holder would have been entitled if the Holder had has exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrant.

Other Distributions. In case During such time as this Warrant is outstanding, if the Company shall distribute declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of its shares of Common Stock Stock, by way of return of capital or otherwise (including including, without limitation, any such distribution made in connection with of cash, stock or other securities, property or options by way of a consolidation dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or merger in which the Company is the continuing corporationother similar transaction) evidences of its indebtedness other than any dividend or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions distribution referred to in subparagraph (a) above or in the paragraph immediately following this paragraphSection 3(a) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company Section 3(b) (excluding those referred to in subparagraph (b) abovea “Distribution”), then at any time after the issuance of this Warrant, then, in each case such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock thereafter purchasable acquirable upon the complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Warrant shall be determined by multiplying Beneficial Ownership Limitation and the number Maximum Percentage, as applicable) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock theretofore purchasable upon are to be determined for the exercise of participation in such Distribution (provided, however, to the Warrant by a fraction, of which extent that the numerator shall be the then current market price per share of Common Stock (as defined Holder’s right to participate in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is madeDistribution would result in the Holder exceeding the Beneficial Ownership Limitation or the Maximum Percentage, and as applicable, then the Holder shall become effective on the date of distribution retroactive to the record date for the determination of stockholders not be entitled to receive participate in such distribution. In Distribution to such extent (or in the event beneficial ownership of a distribution by the Company to all holders of its any shares of Common Stock as a result of a subsidiary or securities convertible into or exercisable such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such stocktime, then in lieu of an adjustment if ever, as its right thereto would not result in the number Holder exceeding the Beneficial Ownership Limitation or Maximum Percentage, as applicable). To the extent that this Warrant has not been partially or completely exercised at the time of shares of Common Stock purchasable upon the exercise such Distribution, such portion of the Warrant, Distribution shall be held in abeyance for the benefit of the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which until the Holder would have been entitled if the Holder had has exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrant.

Other Distributions. In case Except as required pursuant to Section 4.1 of this Agreement, until the Redeemable Preferred Shares Redemption Date, unless the Entire Interest of the Redeemable Preferred Shares Consent otherwise, the Common Member shall cause the Company and its Subsidiaries not to, and the Company shall distribute to all holders of not, and shall cause its Common Stock (including Subsidiaries not to, make any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding cash dividends or other distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to loans (whether in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securitiescash, assets or property or otherwise) to the Common Member or any other securities parent company or other Affiliate of the Company (excluding those other than the Company and its Subsidiaries, and other than Redeemable Preferred Members that become Affiliates solely by virtue of the occurrence of a Voting Rights Trigger Event or actions taken pursuant to Section 6.2(d)(i) hereof); provided, that if and for so long as (a) no Voting Rights Triggering Event has occurred and remains uncured or would occur as a result thereof and (b) the Company has paid all Redeemable Preferred Dividends and other distributions accrued or owing on the Redeemable Preferred Shares to the date of any such dividend or other distribution, or Specified Calpine Loan, then, without the Consent of any Redeemable Preferred Members, the Company may make such dividends or other distributions or Specified Calpine Loans (to the extent applicable) (without duplication, including with respect to the amounts referred to in subparagraph the proviso below in this sentence) (b1) aboveout of, and in amounts equal to, any Excess Cash Flow generated by CCFC and its Subsidiaries during the period since the most recent Redeemable Preferred Dividend Date preceding such dividend, distribution or Specified Calpine Loan (less any amounts of Excess Cash Flow constituting Excess Cash Flow Cash Collateral), then (2) described in each case Section 4.2 of this Agreement and (3) with respect to any amounts that were contributed to the number Company in the form of shares of Common Stock thereafter purchasable upon a capital contribution to the exercise common equity of the Warrant shall be determined Company (that creates no obligation for repayment) by multiplying Calpine or its Subsidiaries (other than the number of shares of Common Stock theretofore purchasable upon Company or its Subsidiaries) within the exercise 185 days preceding the proposed dividend or distribution date and which amounts were not transferred to any other Person by or on behalf of the Warrant by Company; provided, further, that so long as no Voting Rights Triggering Event has occurred and remains uncured or would occur as a fractionresult thereof, without the Consent of which any Redeemable Preferred Members, the numerator shall be Company may distribute (including in the then current market price per share form of Common Stock (as defined in subparagraph (da Specified Calpine Loan) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stockMember, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof (x) at any time after such distribution shall be entitled to receive the Effective Date, the net proceeds from the Company Ontelaunee Disposition (for avoidance of doubt, without duplication of any amounts used to repay indebtedness under the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior theretoCCFC Debt Documents) that it has received from Excess Cash Flow, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrant(y) Permitted L/C Collateral Withdrawal Amounts and (z) Permitted Excess Cash Flow L/C Collateral Withdrawal Amounts.

Other Distributions. In case the Company shall distribute to all holders event the Corporation declares a distribution payable in securities (other than securities of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) Corporation), evidences of its indebtedness issued by the Corporation or other persons or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraph (a) above or paid in the paragraph immediately following this paragraphordinary course of business) or rightsthen, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) above), then in each such case for the purpose of this Section 2.6, the Holder shall be entitled upon exercise of this Warrant to a proportionate share of any such distribution as though it were the holder of the number of shares Common Shares into which this Warrant were exercisable as of Common Stock thereafter purchasable upon the exercise of the Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date fixed for the determination of stockholders the holders of Common Shares of the Corporation entitled to receive such distribution. In the event of a distribution 2.7 No Impairment The Corporation will not, by the Company to all holders amendment of its shares articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant Certificate, but will at all times in good faith assist in the carrying out of all the provisions of Article 2 and in the taking of any action necessary or appropriate in order to protect the rights of the Holder against impairment. 2.8 Reservation of Common Stock Shares The Corporation shall at all times reserve and keep available out of a subsidiary or securities convertible into or exercisable its authorized but unissued Common Shares, solely for the purpose of effecting the exercise of this Warrant, such stocknumber of Warrant Shares as from time to time is sufficient to effect the exercise of this entire Warrant, then in lieu of an adjustment in and if at any time the number of shares of authorized but unissued Common Stock purchasable upon Shares is not sufficient to effect the exercise in full of the this Warrant, then the Holder Corporation will take such corporate action as may, in the opinion of the Warrantits legal counsel, upon the exercise thereof be necessary to increase its authorized but unissued Common Shares to such number of shares as is sufficient for such purpose. 2.9 Disputes If a dispute shall at any time after arise with respect to adjustments in the Exercise Price, such distribution dispute shall be entitled conclusively determined by the Corporation’s firm of independent chartered accountants as may be selected by the board of directors of the Corporation and any such determination shall be binding upon the Corporation and the Holder, absent manifest error. Such firm of independent chartered accountants shall be provided access to receive from all necessary records of the Company Corporation. If any such determination is made, the stock or other securities Corporation shall deliver a certificate to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on describing such stock or other securities shall be made during the term of the Warrant or upon the exercise of a Warrantdetermination.