Common use of Other Distributions Clause in Contracts

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock Company shall declare any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludeswhich, for the avoidance of doubt, shall not include any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share shares of Common Stock on issued by the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value Company upon exercise of the portion Warrants) of the distribution applicable its assets (or rights to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect acquire its assets) to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unitsecurities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction), except to the extent an adjustment was already made pursuant to Section 4.1.1 or 4.2 (a “Distribution”), at any time after the issuance of a Warrant, then, in each such case, the Conversion Price will be adjusted on Company shall reserve and put aside the 15th Trading Day after maximum Distribution amount the effective date of the distribution by multiplying such Conversion Price in effect immediately prior Holder would have been entitled to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) receive if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, Holder had held the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders number of shares of Common Stock acquirable upon complete exercise of such Warrant (without regard to any limitations on exercise thereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are listed to be determined for the participation in such Distribution. Upon exercise of a Warrant, in whole or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketin part, an amount equal the Company shall, contemporaneously with the delivery of the Common Stock, distribute to the product of (x) the number of shares Holder a pro rata portion of such capital stock or equity interests representing Distribution based on the portion of the distribution applicable Warrant that has been exercised (provided, however, to one share the extent that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution at such time and to such extent (or the beneficial ownership of any such shares of Common Stock and (y) the Market Price as a result of such capital stock or equity interests Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price benefit of the capital stock Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at which time or equity interests representing times the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price Holder shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to pay or make such dividend or distribution, be held similarly in abeyance) to the Conversion Price that would then be in effect same extent as if there had been no such dividend or distribution had not been declaredlimitation).

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock Stock, any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price 10-Day VWAP of a share of Common Stock determined on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five (5) Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price 10-Day VWAP of a share of Common Stock determined on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th fifteenth (15th) Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th fifteenth (15th) Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price 10-Day VWAP of a share of Common Stock for determined on the period ending on and including the tenth eleventh (11th) Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price 10-Day VWAP of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price 10-Day VWAP of such capital stock or equity interests for on the period ending on and including the tenth eleventh (11th) Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price 10-Day VWAP of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii7(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If In case the Corporation distributes Company shall, by dividend or otherwise, distribute to all holders of record of its Common Shares evidences of its indebtedness, shares of Common Stock any Convertible Securities class or Options or any other assets for which there is no corresponding distribution in respect series of the Preferred Stock pursuant to Section 4(a)(i) (which excludesCapital Stock, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding assets (including securities, but excluding any securities or rights, options or warrants referred to in subparagraph (i) of this Section 4.2(a) and any dividend or distribution paid exclusively in respect of the Preferred Stock pursuant to Section 4(a)(i)cash), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to reduced so that such price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution effectiveness of the Conversion Price reduction contemplated by this subparagraph (iii) by a fraction of which the following fraction: SP0 – FMV SP0 Where, SP0 = numerator shall be the Market Price of a Daily VWAP per share of Class A Common Stock on the date Reference Date less the Fair Market Value, on the Reference Date, of such number or amount of the evidences of indebtedness, shares of Capital Stock, cash and assets that is so distributed to a holder of one Class A Common Stock and the denominator shall be such current Daily VWAP per share of Class A Common Stock, such reduction to become effective on the later to occur of (x) immediately prior to the Ex-Date for such distribution. FMV = the fair market value opening of the portion of the distribution applicable to one share of Common Stock business on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Reference Date and (y) the Market time at which such dividend or other distribution is unconditionally declared by the Board of the Company. For purposes of this subparagraph (iii), any dividend or distribution that includes (but is not limited to) Common Shares, securities convertible or exchangeable into Common Shares or rights, options or warrants to subscribe for or purchase Common Shares shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, cash, assets or shares of Capital Stock other than such Common Shares, such securities convertible or exchangeable into Common Shares or such rights, options or warrants (so that any Conversion Price reduction required by this subparagraph (iii) is made) immediately followed by (2) a dividend or distribution of such capital stock Common Shares, such securities convertible or equity interests exchangeable into Common Shares or such rights, options or warrants (so that there is made any further Conversion Price reduction required by subparagraph (i)), except (A) the Reference Date of such dividend or distribution shall be substituted as “the date fixed for the period ending on determination of shareholders entitled to receive such securities, rights or warrants” and including “the tenth Trading Day following date fixed for such determination” within the effective date meaning of subparagraph (i) and (B) any Common Shares included in such distribution, dividend or (ii) if such capital stock or equity interests are distribution shall not listed or quoted on a principal U.S. national or regional securities exchange or traded on an overbe included in the “number of Fully-the-counter market, Diluted Shares outstanding at the Market Price close of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock business on the effective date fixed for such determination” within the meaning of such distribution subparagraph (after giving effect to such distributioni). In the event that such case any dividend or other distribution described referred to in this Section 9(a)(iiisubparagraph (iii) is in respect of which an adjustment shall have been made shall not so be paid or madeotherwise distributed on the date fixed therefor (as determined in good faith by the Board of the Company whose good faith determination shall be conclusive), the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, readjusted to the Conversion Price that would then be have been in effect if no adjustment had been made on account of such dividend or distribution had not been declaredother distribution.

Other Distributions. If In case the Corporation distributes Company shall, by dividend or otherwise, distribute to all holders of record of its Common Shares evidences of its indebtedness, shares of Common Stock any Convertible Securities class or Options or any other assets for which there is no corresponding distribution in respect series of the Preferred Stock pursuant to Section 4(a)(i) (which excludesCapital Stock, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding assets (including securities, but excluding any securities or rights, options or warrants referred to in subparagraph (i) of this Section 4.2(a) and any dividend or distribution paid exclusively in respect of the Preferred Stock pursuant to Section 4(a)(i)cash), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to reduced so that such price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution effectiveness of the Conversion Price reduction contemplated by this subparagraph (iii) by a fraction of which the following fraction: SP0 – FMV SP0 Where, SP0 = numerator shall be the current Market Price of a per share of the Common Stock Shares on the date Reference Date less the Fair Market Value, on the Reference Date, of such number or amount of the evidences of indebtedness, shares of Capital Stock, cash and assets that is so distributed to a holder of one Common Share and the denominator shall be such current Market Price per share of the Common Shares, such reduction to become effective on the later to occur of (x) immediately prior to the Ex-Date for such distribution. FMV = the fair market value opening of the portion of the distribution applicable to one share of Common Stock business on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Reference Date and (y) the Market time at which such dividend or other distribution is unconditionally declared by the Board of the Company. For purposes of this subparagraph (iii), any dividend or distribution that includes (but is not limited to) Common Shares, securities convertible or exchangeable into Common Shares or rights, options or warrants to subscribe for or purchase Common Shares shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, cash, assets or shares of Capital Stock other than such Common Shares, such securities convertible or exchangeable into Common Shares or such rights, options or warrants (so that any Conversion Price reduction required by this subparagraph (iii) is made) immediately followed by (2) a dividend or distribution of such capital stock Common Shares, such securities convertible or equity interests exchangeable into Common Shares or such rights, options or warrants (so that there is made any further Conversion Price reduction required by subparagraph (i), except (A) the Reference Date of such dividend or distribution shall be substituted as "the date fixed for the period ending on determination of shareholders entitled to receive such securities, rights or warrants or for such issuance" and including "the tenth Trading Day following date fixed for such determination" within the effective date meaning of subparagraph (i) and (B) any Common Shares included in such distribution, dividend or (ii) if such capital stock or equity interests are distribution shall not listed or quoted on a principal U.S. national or regional securities exchange or traded on an overbe included in the "number of Fully-the-counter market, Diluted Shares outstanding at the Market Price close of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock business on the effective date fixed for such determination" within the meaning of such distribution subparagraph (after giving effect to such distributioni). In the event that such case any dividend or other distribution described referred to in this Section 9(a)(iiisubparagraph (iii) is in respect of which an adjustment shall have been made shall not so be paid or madeotherwise distributed on the date fixed therefor (as determined in good faith by the Board of the Company whose good faith determination shall be conclusive), the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, readjusted to the Conversion Price that would then be have been in effect if no adjustment had been made on account of such dividend or distribution had not been declaredother distribution.

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock any Convertible Securities evidences of indebtedness, shares of capital stock, securities, cash or Options or any other assets for which there is no corresponding distribution in respect of (excluding (a) any cash dividends to the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is extent a corresponding distribution in respect of cash dividend is paid on the Series B Preferred Stock pursuant to Section 4(a)(i), (b) dividends or distributions referred to in Section 10(a)(i), (c) Convertible Securities or Options referred to in Section 10(a)(iii) or (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Corporation or other business unit in the case of certain spin-off transactions as described below), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Current Average Market Price of a per share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination a firm of the Board independent public accountants or an independent appraiser, in each case, of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined recognized national standing selected by the Board of Directors pursuant by action of an Independent Majority and consented to clause (i), by the Holders Holder of a majority of the outstanding shares of Series B Preferred Stock object in good faith (if there is one such Person or Group (such consent not to such determinationbe unreasonably withheld)), then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, provided that such value, whether determined pursuant to the foregoing clause (i) or (ii), value shall not for the purposes hereof in any event be equal to or greater than the Current Average Market Price of a per share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the average of the Closing Prices of the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, over the Market Price of a share of Common Stock for the period ending first ten Trading Days commencing on and including the tenth fifth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to average of the holders Closing Prices of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) over the Market Price of such capital stock or equity interests for the period ending first ten Trading Days commencing on and including the tenth fifth Trading Day following the effective date of such distribution, or (ii) or, if such capital stock or equity interests are not listed or quoted traded on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as determined by a firm of independent public accountants or an independent appraiser, in each case, of recognized national standing selected by the effective date Board of Directors by action of an Independent Majority and consented to by the Holder of a majority of the outstanding shares of Series B Preferred Stock (if there is one such distribution Person or Group (after giving effect such consent not to such distributionbe unreasonably withheld)). In the event that such distribution described in this Section 9(a)(iii10(a)(iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. (i) If the Corporation distributes Ex-Dividend Date occurs for a distribution by the Company of shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities to all or substantially all holders of shares of the Common Stock any Convertible Securities Stock, excluding (A) dividends or Options distributions (including subdivisions) and rights, options or any other assets warrants, in each case, for which there an adjustment is no corresponding distribution made pursuant to Sections 11.05(a) or 11.05(b); (B) dividends or distributions paid exclusively in respect of the Preferred Stock cash for which an adjustment is made pursuant to Section 4(a)(i11.05(d); and (C) (which excludes, for the avoidance of doubt, any distribution of cash or nonSpin-cash property Offs for which there an adjustment is a corresponding distribution in respect of the Preferred Stock made pursuant to Section 4(a)(i)11.05(c)(ii) (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Price Rate shall be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to Open of Business on the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Dividend Date for such distribution. ; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0= the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if anyvalue, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the Distributed Property distributed with respect to each outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, as of the Market Price Open of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock Business on the effective date of Ex-Dividend Date for such distribution. MPs = Notwithstanding the foregoing, if “SP0” (ias defined above) if minus “FMV” (as defined above) is less than $1.00, in lieu of the capital stock or equity interests distributed to foregoing adjustment, each Holder shall receive, for each $1,000 principal amount of Notes held, at the same time and upon the same terms as holders of shares the Common Stock, the kind and amount of Common Stock are listed or quoted on Distributed Property that such Holder would have received as if such Holder had owned a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) equal to the Market Price of such capital stock or equity interests Conversion Rate in effect on the record date for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii. Any adjustment made under this Section 11.05(c)(i) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, shall become effective immediately after the Market Price Open of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Business on the effective date of Ex-Dividend Date for such distribution. If such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Price Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision determines not to make or pay such distribution or make as of such dividend or distributionexpiration date, as the case may be, to be the Conversion Price Rate that would then be in effect if had such dividend or distribution had not been declareddeclared or to the extent such rights or warrants are not exercised, as applicable.

Other Distributions. If Other than ordinary cash dividends or distributions paid out of the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation distributes shall fix a record date for the making of a dividend or distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets or warrants or rights not referred to all holders in clauses (d) or (e) of this Section 8 (the "Other Distribution"), then, in each such case, at the election of the Corporation, either (i) the number of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect issuable after such record date upon exercise of this Warrant shall be adjusted by multiplying the Preferred number of shares of Common Stock pursuant to Section 4(a)(i) (which excludes, for issuable upon the avoidance exercise of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect this Warrant immediately prior to such record date by a fraction, the Ex-Date for such distribution numerator of which shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the then Fair Market Price of a Value per share of Common Stock on the record date for such distribution and the denominator of which shall be the then Fair Market Value per share of Common Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Corporation, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the Ex-Date record date for such distribution or (B) the cash equivalent of such Other Distribution. If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or other appropriate instrument evidencing such holder's rigxx xo receive such distribution upon its occurrence. FMV = Notwithstanding the foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the distribution Other Distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the then Fair Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a Value per share of Common Stock on the effective record date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. (i) If an Ex-Dividend Date occurs for a distribution by the Corporation distributes Company of shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities to all or substantially all holders of shares of the Common Stock any Convertible Securities Stock, excluding (A) dividends, distributions or Options or any other assets issuances, in each case, for which there an increase is no corresponding distribution made pursuant to Sections 11.05(a) or 11.05(b); (B) dividends or distributions paid exclusively in respect of the Preferred Stock cash for which an increase is made pursuant to Section 4(a)(i11.05(d); and (C) (which excludes, for the avoidance of doubt, any distribution of cash or nonSpin-cash property Offs for which there an increase is a corresponding distribution in respect of the Preferred Stock made pursuant to Section 4(a)(i)11.05(c)(ii) (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Price Rate shall be increased based on the following formula: CR1 = CR0 x XX0 XX0 - FMV where: CR0 = the Conversion Rate in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to Open of Business on the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Dividend Date for such distribution. ; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if anyvalue, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the Distributed Property with respect to each outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted as of the Open of Business on a principal U.S. national or regional securities exchange or traded on an overthe Ex-the-counter market, the Market Price of a share of Common Stock Dividend Date for the period ending on and including the tenth Trading Day following the effective date of such distribution. Notwithstanding the foregoing, if “SP0” (as defined above) minus “FMV” (as defined above) is less than or (ii) if equal to zero, then, in lieu of the foregoing increase, each Holder shall receive, for each $1,000 principal amount of Notes held, at the same time and upon the same terms as holders of the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketwithout having to convert such Holder’s Notes, the Market Price amount and kind of Distributed Property that such Holder would have received as if such Holder had owned a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) equal to the Market Price of such capital stock or equity interests Conversion Rate in effect on the Ex-Dividend Date for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii. Any increase made under this Section 11.05(c)(i) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, shall become effective immediately after the Market Price Open of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Business on the effective date of Ex-Dividend Date for such distribution. If an Ex-Dividend Date for any such distribution (after giving effect to such distribution). In the event that occurs but such distribution described in this Section 9(a)(iii) is not so paid or made, or if any rights, options or warrants are distributed but not exercised before their expiration date, then the Conversion Price Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not decreased to pay or make such dividend or distribution, to be the Conversion Price Rate that would then be in effect if had the Ex-Dividend Date for such dividend distribution not occurred, or distribution to be the Conversion Rate that would then be in effect had not solely the rights, options or warrants that were exercised been declareddistributed, as the case may be.

Other Distributions. (A) If the Corporation distributes to all holders of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludesother than pursuant to (x) a “spin-off”, for whereupon the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of Conversion Price will be equitably adjusted to allocate the economic value associated with the Preferred Stock pursuant as between the Corporation and the entity that is “spun-off” , or (y) a rights plan which is subject to Section 4(a)(i)9(a)(v) below), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Wherewhere, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to the Holders of a majority of the outstanding shares of Preferred Stockacting by Majority Vote; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If In case the Corporation distributes to all holders of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludes, Company shall fix a record date for the avoidance making of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of its Common Stock consisting of capital stock (i) shares of any class other than the Common Stock, (ii) evidences of indebtedness of the Company or seriesany subsidiary, (iii) assets or other property, including but not limited to, securities issued by subsidiaries or others (excluding regular cash dividends, and dividends or distributions referred to in Section 9.1(c) hereof), or similar equity interests of(iv) options, or relating to, a Subsidiary of the Corporation warrants or other business unitrights, in each such case the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Exercise Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed thereto shall be reduced immediately thereafter to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, price determined by dividing (x) an amount equal to the product of difference resulting from (x1) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Voting Common Stock and Non-Voting Common Stock outstanding on such record date multiplied by the Exercise Price per share of Voting Common Stock on such record date, less (2) the Fair Market Value of such shares or evidences of indebtedness, assets, property, options, warrants or rights to be so distributed, by (y) the Market Price number of shares of Voting Common Stock and NonVoting Common Stock outstanding on such capital stock or equity interests for the period ending on record date. Such adjustment shall be made successively whenever such a record date is fixed. Rights (including, without limitation, those to be issued pursuant to, and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketin accordance with, the Market Price Rights Agreement, dated as of April 20, 1995, between the capital stock or equity interests representing Company and Mellon Securities Trust Company, as Rights Agent) issued by the portion of the distribution applicable Company to one share all holders of Common Stock on entitling the effective date holders thereof to subscribe for or purchase Equity Securities, which rights (A) are deemed to be transferred with such shares of such distribution Common Stock, (after giving effect to such distribution). In the event that such distribution described B) are not exercisable and (C) are also issued in this Section 9(a)(iii) is not so paid or maderespect of future issuances of Common Stock, the Conversion Price shall be readjusted, effective as including shares of Common Stock issued upon exercise of the date Warrants evidenced by this Warrant Certificate, in each case in clauses (A) through (C) until the Board occurrence of Directors publicly announces its decision a specified event or events (a "Trigger Event"), shall for purposes of this paragraph not to pay or make such dividend or distribution, to be deemed issued until the Conversion Price that would then be in effect if such dividend or distribution had not been declaredoccurrence of the earliest Trigger Event.

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock any Convertible Securities evidences of indebtedness, shares of capital stock, securities, cash or Options or any other assets for which there is no corresponding distribution in respect of (excluding (a) any cash dividends to the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is extent a corresponding distribution in respect of cash dividend is paid on the Series B Preferred Stock pursuant to Section 4(a)(i), (b) dividends or distributions referred to in Section 10(a)(i), (c) Convertible Securities or Options referred to in Section 10(a)(iii) or (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Corporation or other business unit in the case of certain spin-off transactions as described below), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 SP0– FMV SP0 Where, SP0 = the Current Average Market Price of a per share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination a firm of the Board independent public accountants or an independent appraiser, in each case, of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined recognized national standing selected by the Board of Directors pursuant by action of an Independent Majority and consented to clause (i), by the Holders Holder of a majority of the outstanding shares of Series B Preferred Stock object in good faith (if there is one such Person or Group (such consent not to such determinationbe unreasonably withheld)), then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, provided that such value, whether determined pursuant to the foregoing clause (i) or (ii), value shall not for the purposes hereof in any event be equal to or greater than the Current Average Market Price of a per share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the average of the Closing Prices of the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, over the Market Price of a share of Common Stock for the period ending first ten Trading Days commencing on and including the tenth fifth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to average of the holders Closing Prices of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) over the Market Price of such capital stock or equity interests for the period ending first ten Trading Days commencing on and including the tenth fifth Trading Day following the effective date of such distribution, or (ii) or, if such capital stock or equity interests are not listed or quoted traded on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as determined by a firm of independent public accountants or an independent appraiser, in each case, of recognized national standing selected by the effective date Board of Directors by action of an Independent Majority and consented to by the Holder of a majority of the outstanding shares of Series B Preferred Stock (if there is one such distribution Person or Group (after giving effect such consent not to such distributionbe unreasonably withheld)). In the event that such distribution described in this Section 9(a)(iii10(a)(iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.