Common use of Reorganization of Company; Special Distributions Clause in Contracts

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 5.01 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 10. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 10.06 nor 10.07 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 10.08, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 10.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving PersonSURVIVING PERSON") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 5.01 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 10. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 10.06 nor 10.07 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of Section 10.08(c), would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 10.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Article 5 hereof (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash, property or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other assets upon conversion of Securities shall, no later than the Company or the person to whom closing date of such transfer has been made (the "Surviving Person") shall transaction, enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall, no later than the closing date of such transaction, join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder (i) Holder was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 11. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 11.06 nor 11.07 hereof applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving Person, Company that issuer shall join would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 11.08 hereof, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Sections 801 and 802 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange pursuant to which reclassifies or changes its outstanding the shares of Common Stock (a "Fundamental Transaction")would be converted into cash, as a condition securities or other property or assets, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to consummating any the anticipated effective date of the transaction until 15 days after the actual date of such transaction and, at the person formed by effective time, the right to convert a Security into shares of Common Stock will be changed into a right to convert it into the kind and amount of cash, securities or surviving any such consolidation or merger if other than property of the Company or another person which the Holder would have received if the Holder had converted the Holder's Security immediately prior to the transaction. The person obligated to whom such transfer has been made (the "Surviving Person") deliver securities, cash or other assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture confirming the effect of this Section 1314 and otherwise assuming all obligations under the Indenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-non- electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 13. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 1306 nor 1307 shall apply so long as such non-application is fair to the Holders. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 1308, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 1308, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Article 5 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash, property or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Convertible Subordinated Notes is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder of a Preference Warrant then outstanding Convertible Subordinated Note may exercise convert it for into the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder had exercised converted the Preference Warrant Convertible Subordinated Note immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 12. The Surviving Person successor Company shall mail to Convertible Subordinated Note holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, Section 12.06 does not apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving Person, Company that issuer shall join would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 12.06, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a holder of a Convertible Subordinated Note that converts such Convertible Subordinated Note in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Convertible Subordinated Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such holder would have received if such holder had converted the Convertible Subordinated Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or ------------------------------------------------ Company is a party to a transaction subject to Section 5.01 (other than a sale of all or substan tially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-non- electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. XI. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 11.06 nor 11.07 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 11.08, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 11.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Xxxxxx had converted the Security immediately prior to the record date for determining the holders of Series A Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); ) (it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so and that conditions to exercise will remain applicableexercise, such as payment of Preference Exercise Price, will remain applicable), assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, merges, consolidates with or merges amalgamates with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which that reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which that such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (regardless of whether or not the Preference Warrants were are then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transaction, thereto and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 801 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which that reclassifies or changes its outstanding Common Stock (including by resulting in the Company's becoming a "Fundamental Transaction"subsidiary of a Parent Holding Company), as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Notes shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Notes is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Note may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Note immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Fifteen. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Holders a notice briefly describing the supplemental warrant agreementindenture. If this Section 1515 applies, none of Sections 1506, 1507, 1508 or 1509 shall apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 1508, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 1508, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Note that converts such Note in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the ------------------------------------------------ Company, in a single transaction or through a series of related transactions, merges, consolidates with or merges amalgamates with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental ----------- Transaction"), as a condition to consummating any such transaction the person ----------- formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving --------- Person") shall enter into a supplemental preference warrant agreement. The supplemental preference ------ warrant agreement shall provide (a) that the holder of a Preference Warrant warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (regardless of whether or not the Preference Warrants were are then exercisable and without giving effect to the Cashless Exercise optionexercisable); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, merges, consolidates with or merges amalgamates with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (regardless of whether or not the Preference Warrants were are then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 801 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which that reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Debentures shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Debentures is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Debenture may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Debenture immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Fifteen. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Holders a notice briefly describing the supplemental warrant agreementindenture. If this Section 1514 applies, neither Section 1506 nor 1507 shall apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 1508, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 1508, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Debenture that converts such Debenture in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Debenture is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Debenture immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in ------------------------------------------------ Company is a single party to a transaction or through subject to Section 5.01 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-non- electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 11. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 11.06 nor 11.07 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 11.08, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 11.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving PersonSURVIVING PERSON") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If (A) the Company, in a single transaction or through a series of related transactions, merges, consolidates with or merges amalgamates with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or persons, (B) the Company is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock or (C) all holders of Common Stock engage in an exchange of such Common Stock for shares of Capital Stock or other equity securities in any other entity (a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), as a condition to consummating any such transaction the person formed by or surviving issuing the consideration in any such consolidation consolidation, merger or merger share exchange if other than the Company or the person to whom such transfer has been made (the "Surviving PersonSURVIVING PERSON") ), shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference each Warrant then outstanding may exercise it shall thereafter be exercisable for the kind and amount of securities, cash or other assets which such a holder thereof would have received immediately after upon consummation of the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (regardless of whether or not the Preference Warrants were are then exercisable and without giving effect to the Cashless Exercise option, provided that such exerciseability shall not be accelerated by such Fundamental Transaction); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsWarrants and thereafter TransTechnology Corporation shall no longer be considered the Company for purposes of this Agreement. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders Holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving PersonSURVIVING PERSON") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (aA) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash capital stock or other assets securities or property which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction Fundamental Transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (bB) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. If ------------------------------------------------ the Company is a party to a transaction subject to Section 801 and 802 of the Indenture (i) If the Company, in other than a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of shares of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which that reclassifies or changes its outstanding shares of Common Stock (a "Fundamental Transaction")Stock, as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of 2001 Convertible Securities shall enter into a supplemental preference warrant agreementindenture (as described below). If the issuer of securities deliverable upon conversion of 2001 Convertible Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding 2001 Convertible Security may exercise convert it for into the kind and amount of securities, cash or other assets which that such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant 2001 Convertible Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Seven. The Surviving Person successor Company shall mail to holders Holders of Preference Warrants at the addresses appearing on the Preference Warrant Register 2001 Convertible Securities a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 7.6 nor 7.7 applies. If the issuer Company makes a distribution to all holders of its shares of Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 7.8, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 7.8, then, from and after the record date for determining the holders of shares of Common Stock entitled to receive the distribution, a Holder of a 2001 Convertible Security that converts such 2001 Convertible Security in accordance with the provisions of this Fourth Supplemental Indenture shall upon such conversion be entitled to receive, in addition to the shares of shares of Common Stock into which the 2001 Convertible Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the 2001 Convertible Security immediately prior to the record date for determining the holders of shares of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 7.1 of the Indenture (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash, property or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger Person, if other than the Company Company, obligated to deliver securities, cash or the person to whom such transfer has been made (the "Surviving Person") other assets upon conversion of Applicable Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Applicable Securities is an Affiliate of the successor company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder of Holder's right to convert its Applicable Security into Common Stock shall be changed into a Preference Warrant then outstanding may exercise it for right to convert such Applicable Security into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Applicable Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. VIII. The Surviving Person successor company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Applicable Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 8.6 nor 8.7 of this Supplemental Indenture applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving Person, Company that issuer shall join but for the provisions of the last paragraph of Section 8.8 of this Supplemental Indenture would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 8.8 of this Supplemental Indenture, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of an Applicable Security that converts such Applicable Security in accordance with the provisions of this Supplemental Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Applicable Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Applicable Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the CompanyHoldings, ------------------------------------------------ in a single transaction or through a series of related transactions, merges, consolidates with or merges amalgamates with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction"), as a condition to ----------------------- consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company Holdings or the person to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference ---------------- warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (regardless of whether or not the Preference Warrants were are then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company Holdings in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in ------------------------------------------------ Company is a single party to a transaction or through subject to Section 801 and 802 of the Indenture (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of shares of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which that reclassifies or changes its outstanding shares of Common Stock (a "Fundamental Transaction")Stock, as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of 2001 Convertible Securities shall enter into a supplemental preference warrant agreementindenture (as described below). If the issuer of securities deliverable upon conversion of 2001 Convertible Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding 2001 Convertible Security may exercise convert it for into the kind and amount of securities, cash or other assets which that such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant 2001 Convertible Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Seven. The Surviving Person successor Company shall mail to holders Holders of Preference Warrants at the addresses appearing on the Preference Warrant Register 2001 Convertible Securities a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 7.6 nor 7.7 applies. If the issuer Company makes a distribution to all holders of its shares of Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 7.8, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 7.8, then, from and after the record date for determining the holders of shares of Common Stock entitled to receive the distribution, a Holder of a 2001 Convertible Security that converts such 2001 Convertible Security in accordance with the provisions of this Fourth Supplemental Indenture shall upon such conversion be entitled to receive, in addition to the shares of shares of Common Stock into which the 2001 Convertible Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the 2001 Convertible Security immediately prior to the record date for determining the holders of shares of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) The provisions of Section 14.9 of the Indenture shall not be applicable to the LYONx. If the Company, in Company is a single party to a transaction or through subject to Article 8 of the Indenture (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition the Person obligated to consummating any such transaction deliver securities, cash or other assets upon conversion of the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall LYONx xxxll enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of LYONx xx an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding LYON may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant LYON immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Five. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Holders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 503 nor 504 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 505, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 505, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a LYON that converts such LYON in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the LYON is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the LYON immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in ------------------------------------------------------------------- Company is a single party to a transaction or through subject to Section 5.1 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of shares of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which reclassifies or changes its outstanding shares of Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election 56 with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-non- electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. X. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 10.6 nor 10.7 applies. If the issuer Company makes a distribution to all holders of its shares of Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 10.8, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 10.8, then, from and after the record date for determining the holders of shares of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of shares of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Article VIII hereof (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash, property or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other assets upon conversion of Notes shall, no later than the Company or the person to whom closing date of such transfer has been made (the "Surviving Person") shall transaction, enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Notes is an Affiliate of the successor company, that issuer shall, no later than the closing date of such transaction, join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Note may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Note immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder (i) Holder was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. XVI. The Surviving Person successor Company shall mail to holders Holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Notes a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, none of Sections 16.06, 16.07, 16.09 nor 16.10 hereof shall apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving Person, Company that issuer shall join would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 16.08 hereof, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Note that converts such Note in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or ------------------------------------------------ Company is a party to a transaction subject to Section 5.01 (other than a sale of all or substan tially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-non- electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. X. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section 10.14 applies, neither Section 10.06 nor 10.07 shall apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 10.08, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 10.08, 77 then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 801 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which that reclassifies or changes its outstanding Common Stock (including by resulting in the Company's becoming a "Fundamental Transaction"subsidiary of a Parent Holding Company), as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Notes shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Notes is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. 60 The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Note may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Note immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Fifteen. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Holders a notice briefly describing the supplemental warrant agreementindenture. If this Section 1515 applies, none of Sections 1506, 1507, 1508 or 1509 shall apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 1508, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 1508, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Note that converts such Note in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, merges, consolidates with or merges amalgamates with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger (if other than the Company Company) or the person to whom such transfer has been made (the "Surviving PersonSURVIVING PERSON") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (regardless of whether or not the Preference Warrants were are then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, transaction and (iiiii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 5.01 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash, property or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger Person, if other than the Company Company, obligated to deliver securities, cash or the person to whom such transfer has been made (the "Surviving Person") other assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder of Holder's right to convert its Security into Common Stock shall be changed into a Preference Warrant then outstanding may exercise it for right to convert such Security into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 10. The Surviving Person successor company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 10.06 nor 10.07 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving Person, Company that issuer shall join but for the provisions of the last paragraph of 10.08 would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 10.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or Company is a party to a transaction subject to SECTION 5.01 or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Notes shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of the Notes is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Note may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Note immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Thirteen. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Noteholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither SECTION 13.06 nor 13.07 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Note that issuer shall join converts such Note in accordance with the supplemental warrant agreementprovisions of this Indenture would upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "FUNDAMENTAL TRANSACTION"), (it being understood that a single transaction or series of related transactions pursuant to which not less than ninety-five percent of the outstanding shares of capital stock of the Company are exchanged for shares in a single Affiliate (or any Person who, pursuant to such transaction, will become such an Affiliate) shall be deemed to be a Fundamental Transaction", and the Affiliate acquiring such shares shall, for purposes of this clause, be deemed to be the Surviving Person (as defined below)), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving PersonSURVIVING PERSON") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); ) (it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so and that conditions to exercise will remain applicableexercise, such as payment of Preference Exercise Price, will remain applicable), assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction"), as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, ------------------------------------------------ in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sellstransfers (by lease, assignsassignment, transfers, leases, conveys sale or otherwise disposes of otherwise) all or substantially all of its properties and assets to another person or group of affiliated persons (other than a sale of all or substantially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash, or other assets of the Company or any other person) or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition the Company covenants that prior to consummating any entering into such transaction transaction, the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall assets upon exercise of this Warrant will enter into a supplemental preference warrant agreement. If the issuer of securities deliverable upon exercise of this Warrant is an affiliate of the successor Company, that issuer shall join in the supplemental warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder Holder of a Preference this Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised the Preference this Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, transaction; and (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrantsthereto. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. Section 3. The Surviving Person successor Company shall mail to holders the Holder of Preference Warrants this Warrant at the addresses address appearing on the Preference Warrant Register in Section 8(b) below a notice briefly describing the supplemental warrant agreement. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of paragraph (c), would result in an adjustment in the supplemental warrant agreementExercise Rate pursuant to the provisions of paragraph (c), then, from, and after the record date for determining the holders of Common Stock entitled to receive the distribution, the Holder of this Warrant that exercises such Warrant in accordance with its terms will upon such exercise be entitled to receive, in addition to the Warrant Shares into which this Warrant is exercisable, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had exercised this Warrant immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution (whether or not this Warrant was then exercisable hereunder). If this paragraph (h) applies, neither paragraph (a), (b), (c) nor (d) shall apply.

Reorganization of Company; Special Distributions. (i) If the Company, in a ------------------------------------------------ single transaction or through a series of related transactions, consolidates with or r merges with or into any other person or sellstransfers (by lease, assignsassignment, transfers, leases, conveys sale or otherwise disposes of otherwise) all or r substantially all of its properties and assets to another person or group of affiliated persons there than a sale of all or substantially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash, or other assets of the Company or any other person) or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition the company covenants that prior to consummating any entering into such transaction transaction, the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall assets upon exercise of this Warrant will enter into a supplemental preference xxxxxx agreement. If the issuer of securities deliverable upon exercise of this Warrant is an affiliate of the successor Company, that issuer shall join in the supplemental warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder Holder of a Preference Warrant then outstanding this xxxxxx may exercise it for the kind and amount of securities, cash or other assets which such holder older would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised the Preference this Warrant immediately before the effective date ate of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, transaction; and (ii) made no election selection with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrantsthereto. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. Section 3. The Surviving Person successor Company shall mail to holders the Holder of Preference Warrants this Warrant at the addresses address appearing on the Preference Warrant Register in Section 8(b) below a notice briefly describing the supplemental warrant Warrant agreement. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of paragraph (c), would result in an adjustment in the supplemental warrant agreementExercise Rate pursuant to the provisions of paragraph (c), then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, the Holder of this Warrant that exercises such Warrant in accordance with its rms will upon such exercise be entitled to receive, in addition to the Warrant Shares into which this Warrant is exercisable, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had exercised is Warrant immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution (whether or not this Warrant was then exercisable hereunder). If this paragraph (h) applies, neither paragraph (a), (b), (c) nor (d) shall apply.

Reorganization of Company; Special Distributions. (i) If the Company, in a ------------------------------------------------ single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sellstransfers (by lease, assignsassignment, transfers, leases, conveys sale or otherwise disposes of otherwise) all or substantially all of its properties and assets to another person or group of affiliated persons (other than a sale of all or substantially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash, or other assets of the Company or any other person) or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition the Company covenants that prior to consummating any entering into such transaction transaction, the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") shall assets upon exercise of Warrants will enter into a supplemental preference warrant agreement. If the issuer of securities deliverable upon exercise of Warrants is an affiliate of the successor Company, that issuer shall join in the supplemental warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-non- electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of paragraph (c), would result in an adjustment in the supplemental warrant agreementExercise Rate pursuant to the provisions of paragraph (c), then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a holder of a Warrant that exercises such Warrant in accordance with the provisions of this Warrant Agreement will upon such exercise be entitled to receive, in addition to the Warrant Shares into which the Warrant is exercisable, the kind and amount of securities, cash or other assets comprising the distribution that such holder would have received if such holder had exercised the Warrant immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution (whether or not the Warrants were then exercisable hereunder). If this paragraph (h) applies, neither paragraph (a), (b), (c) nor (d) shall apply.

Reorganization of Company; Special Distributions. (i) If the CompanyCompany is a party to a transaction subject to Article 5 (other than a sale, in a single transaction assignment, transfer, lease, conveyance or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes disposition of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash, property or group other assets of affiliated persons the Company or is a party to a merger or binding share exchange any other person) which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Securities shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder of a Preference Warrant then outstanding Security may exercise convert it for only into the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction consolidation, merger, share exchange, sale, assignment, transfer, lease, conveyance -57- or other disposition if such holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 11. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securities a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, none of Sections 11.06, 11.07 or 11.08 shall apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving Person, Company that issuer shall join would otherwise (but does not) result in an adjustment in the supplemental warrant agreementConversion Rate (or Conversion Price) pursuant to the provisions of Section 11.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such holder would have received if such holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 801 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which that reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Debentures shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Debentures is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Debenture may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Debenture immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Fifteen. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Holders a notice briefly describing the supplemental warrant agreementindenture. If this Section 1514 applies, neither Section 1506 nor 1507 shall apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of Section 1508, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 1508, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Debenture that converts such Debenture in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Debenture is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Debenture immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution. SECTION 1515. COMPANY DETERMINATION FINAL. Any determination that the Company or the Board of Directors must make pursuant to this Article Fifteen is conclusive.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Article 7 hereof (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash, property or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which reclassifies or changes its the Company's outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other assets upon conversion of Securities shall, no later than the Company or the person to whom closing date of such transfer has been made (the "Surviving Person") shall transaction, enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor company, that issuer shall, no later than the closing date of such transaction, join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Security may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Security immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder (i) Holder was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 4. The Surviving Person successor Company shall mail to holders Holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securities a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, none of Sections 4.6, 4.7, 4.9 nor 4.10 hereof shall apply. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving Person, Company that issuer shall join would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 4.8 hereof but for Section 4.8(c), then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in Company or Host REIT is a single party to a transaction or through subject to Article 5 of the Indenture (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of Host REIT in a transaction in which the holders of Host REIT Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other Person) or a merger or binding share exchange which reclassifies or changes its outstanding shares of Host REIT Common Stock (a "Fundamental Transaction")Stock, as a condition the Person obligated to consummating any such transaction the person formed by deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon exchange of Exchangeable Debentures shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon exchange of Exchangeable Debentures is an Affiliate of the successor company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding an Exchangeable Debenture may exercise exchange it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised exchanged the Preference Warrant Exchangeable Debenture immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person Person or an affiliate Affiliate of a constituent person Person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsHolders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 6. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Holders a notice briefly describing the supplemental warrant agreementindenture. If Host REIT makes a distribution to all holders of Host REIT Common Stock of any of its assets, or debt securities or any rights, warrants or options to purchase securities of Host REIT that, but for the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate provisions of the Surviving Personlast paragraph of clause (c), that issuer shall join would otherwise result in an adjustment in the supplemental warrant agreementExchange Rate pursuant to the provisions of clause (c), then, from and after the record date for determining the holders of Host REIT Common Stock entitled to receive the distribution, a Holder of an Exchangeable Debenture that exchanges such Exchangeable Debenture in accordance with the provisions of the Indenture shall upon such exchange be entitled to receive, in addition to the shares of Host REIT Common Stock into which the Exchangeable Debenture is exchange, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had exchanged the Exchangeable Debenture immediately prior to the record date for determining the holders of Host REIT Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person Person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person Person or group of affiliated persons Persons or is a party to a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), as a condition to consummating any such transaction the person Person formed by or surviving any such consolidation or merger if other than the Company or the person Person to whom such transfer has been made (the "Surviving PersonSURVIVING PERSON") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder had exercised the Preference Warrant immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person Person or an affiliate of a constituent person Person to such transactionstransaction, (ii) made no election with respect to the form of consideration payable in such transactionthereto, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrants. The supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The Surviving Person shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register a notice briefly describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Preference Warrants is an affiliate of the Surviving Person, that issuer shall join in the supplemental warrant agreement.

Reorganization of Company; Special Distributions. (i) If the Company, in Company is a single party to a transaction or through subject to Section 5.01 (other than a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes sale of all or substantially all of its properties and the assets of the Company in a transaction in which the holders of Common Stock immediately prior to another person such transaction do not receive securities, cash or group other assets of affiliated persons the Company or is a party to any other person) or a merger or binding share exchange which reclassifies or changes its the outstanding Common Stock (a "Fundamental Transaction")of the Company, as a condition to consummating any such transaction the person formed by or surviving any such consolidation or merger if other than the Company or the person obligated to whom such transfer has been made (the "Surviving Person") shall enter into a supplemental preference warrant agreement. The supplemental preference warrant agreement shall provide (a) that the holder of a Preference Warrant then outstanding may exercise it for the kind and amount of deliver securities, cash or other assets which such holder would have received immediately upon conversion of Securities shall enter into a supplemental indenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental indenture shall provide that after the Fundamental Transaction effective time of the transaction, settlement of the Net Share Amount will be based on the kind and amount of cash, securities or other assets of the Company or another Person that a holder of Common Stock received in such transaction (or, if such holder had exercised transaction provides for the Preference Warrant immediately before holders of Common Stock the effective date right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the weighted average of the transaction (whether or not types and amounts of consideration received by the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise optionholders of Common Stock); it being understood that provided that, for the Preference Warrants avoidance of doubt, the Conversion Value will remain exercisable only be paid in cash and at the Company's election, cash, common stock or a combination of cash and common stock in accordance with their the terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Price, assuming (to the extent applicable) that such holder (i) was not a constituent person or an affiliate of a constituent person to such transactions, (ii) made no election with respect to the form of consideration payable in such transaction, and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference WarrantsArticle 11. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. 11. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Securityholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither Section 11.07 nor 11.08 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of Section 11.09(c), would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of Section 11.09, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Reorganization of Company; Special Distributions. (i) If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into any other person or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another person or group of affiliated persons or Company is a party to a transaction subject to SECTION 5.01 or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock (a "Fundamental Transaction")Stock, as a condition to consummating any such transaction the person formed by obligated to deliver securities, cash or surviving any such consolidation or merger if other than the Company or the person to whom such transfer has been made (the "Surviving Person") assets upon conversion of Notes shall enter into a supplemental preference warrant agreementindenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental preference warrant agreement indenture shall provide (a) that the holder Holder of a Preference Warrant then outstanding Note may exercise convert it for into the kind and amount of securities, cash or other assets which such holder Holder would have received immediately after the Fundamental Transaction consolidation, merger, binding share exchange or transfer if such holder Holder had exercised converted the Preference Warrant Note immediately before the effective date of the transaction (whether or not the Preference Warrants were then exercisable and without giving effect to the Cashless Exercise option); it being understood that the Preference Warrants will remain exercisable only in accordance with their terms so that conditions to exercise will remain applicable, such as payment of Preference Exercise Pricetransaction, assuming (to the extent applicable) that such holder Holder (i) was not a constituent person or an affiliate Affiliate of a constituent person to such transactions, transaction; (ii) made no election with respect to the form of consideration payable in such transaction, thereto; and (iii) was treated alike with the plurality of non-electing holders, and (b) that the Surviving Person shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Preference Warrantsnonelecting Holders. The supplemental warrant agreement indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable practical to the adjustments provided for in this Article V. Thirteen. The Surviving Person successor Company shall mail to holders of Preference Warrants at the addresses appearing on the Preference Warrant Register Noteholders a notice briefly describing the supplemental warrant agreementindenture. If this Section applies, neither SECTION 13.06 nor 13.07 applies. If the issuer Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities deliverable upon exercise of Preference Warrants is an affiliate or any rights, warrants or options to purchase securities of the Surviving PersonCompany that, that issuer shall join but for the provisions of the last paragraph of SECTION 13.08, would otherwise result in an adjustment in the supplemental warrant agreementConversion Rate pursuant to the provisions of SECTION 13.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Note that converts such Note in accordance with the provisions of this Indenture would upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.