Common use of Spin-Off Clause in Contracts

Spin-Off. (i) In case the Company shall at any time pay a dividend or make a distribution to all holders of its Common Stock consisting of the capital stock of any class or series, or similar interests, of or relating to a subsidiary or other business unit of the Company (such transaction, a “Spin-Off”; such capital stock or other interests, the “Spin-Off Shares”; and such subsidiary or business unit, the “Spin-Off Company”), then each holder of a Warrant outstanding and unexercised on the date of the Spin Off shall become entitled to a spin-off warrant (“Spin-Off Warrants”) evidencing a right to purchase a number of shares of capital stock of the Spin-Off Company that the Holder would have received had the Holder exercised such Warrants immediately prior to the record date for the Spin-Off (the “Spin-Off Record Date”); provided, however, that in the event that the distribution of Spin-Off Shares to the Holders would, in the reasonable opinion of counsel to the Company, (y) prevent the tax-free nature of such Spin-Off or (z) require registration with the SEC in circumstances where registration would not otherwise be required, then at the election of the Company, either (y) the Holders shall not receive Spin-Off Warrants pursuant to this Section 11(e)(i) and the Warrants shall instead be adjusted pursuant to the terms of Section 11(e)(ii) or (z) the Holders shall receive Spin-Off Warrants as contemplated above in this Section 11(e)(i). The terms of the Spin-Off Warrants shall be identical to the terms of the Warrants mutatis mutandis, except that the exercise price of a Spin-Off Warrant (subject to adjustment as provided therein) shall be determined by the following formula: Es = Eo x Ps / (Pp+ (r x Ps)) where: Es = the Exercise Price per Spin-Off Share of the Spin-Off Warrants. Eo = the Exercise Price per share of Common Stock of the relevant Warrant immediately prior to adjustment for the relevant Spin-Off. Pp = the average of the Daily Market Prices of the Common Stock for the ten (10) full consecutive trading days following the date on which the Spin-Off is consummated. r = the number of Spin-Off Shares (which may be one or a fraction less than or greater than one) distributed pursuant to the Spin-Off in respect of each share of Common Stock. Ps = the fair market value per share of the Spin-Off Shares. As used in this section, “fair market value” shall mean the average Daily Market Price of the Spin-Off Shares for the first ten (10) consecutive trading days following the date on which the Spin-Off is consummated; provided, however, that if such distributed securities do not begin trading within two trading days of the consummation of such Spin-Off or do not trade for at least ten (10) consecutive trading days within twenty (20) days after the Spin-Off, then the “fair market value” of such distributed securities shall be determined by an investment banking firm of national reputation and standing selected by the Company and reasonably acceptable to a Majority of the Warrant Holders on the Spin-Off Record Date. Following the Spin-Off, the Exercise Price of each Warrant shall be adjusted in accordance with the following formula: En = Eo x Pp / (Pp+ (r x Ps)) where: En = the adjusted exercise price per share of Common Stock of the Warrants. (with the other symbols in such formula having the meanings specified in the preceding formula).

Spin-Off. (i) In case the Company shall at any time pay a dividend or make a distribution to all holders of its Common Stock consisting of the capital stock of any class or series, or similar interests, of or relating to a subsidiary or other business unit of the Company (such transaction, a “Spin-Off”; such capital stock or other interests, the “Spin-Off Shares”; and such subsidiary or business unit, the “Spin-Off Company”), then each holder of a Warrant outstanding and unexercised on the date of the Spin Off shall become entitled to a spin-off warrant (“Spin-Off Warrants”) evidencing a right to purchase a number of shares of capital stock of the Spin-Off Company that the Holder would have received had the Holder exercised such Warrants immediately prior to the record date for the Spin-Off (the “Spin-Off Record Date”); provided, however, that in the event that the distribution of Spin-Off Shares to the Holders would, in the reasonable opinion of counsel to the Company, (y) prevent the tax-free nature of such Spin-Off or (z) require registration with the SEC in circumstances where registration would not otherwise be required, then at the election of the Company, either (y) the Holders shall not receive Spin-Off Warrants pursuant to this Section 11(e)(i) and the Warrants shall instead be adjusted pursuant to the terms of Section 11(e)(ii) or (z) the Holders shall receive Spin-Off Warrants as contemplated above in this Section 11(e)(i). The terms of the Spin-Off Warrants shall be identical to the terms of the Warrants mutatis mutandis, except that the exercise price of a Spin-Off Warrant (subject to adjustment as provided therein) shall be determined by the following formula: Es = Eo x Ps / (Pp+ (r x Ps)) where: Es = the Exercise Price per Spin-Off Share of the Spin-Off Warrants. Eo = the Exercise Price per share of Common Stock of the relevant Warrant immediately prior to adjustment for the relevant Spin-Off. Pp = the average of the Daily Market Prices of the Common Stock for the ten (10) full consecutive trading days following the date on which the Spin-Off is consummated. r = the number of Spin-Off Shares (which may be one or a fraction less than or greater than one) distributed pursuant to the Spin-Off in respect of each share of Common Stock. Ps = the fair market value per share of the Spin-Off Shares. As used in this section, “fair market value” shall mean the average Daily Market Price of the Spin-Off Shares for the first ten (10) consecutive trading days following the date on which the Spin-Off is consummated; provided, however, that if such distributed securities do not begin trading within two trading days of the consummation of such Spin-Off or do not trade for at least ten (10) consecutive trading days within twenty (20) days after the Spin-Off, then the “fair market value” of such distributed securities shall be determined by an investment banking firm of national reputation and standing selected by the Company and reasonably acceptable to a Majority of the Warrant Holders on the Spin-Off Record Date. Following the Spin-Off, the Exercise Price of each Warrant shall be adjusted in accordance with the following formula: En = Eo x Pp / (Pp+ (r x Ps)) where: En = the adjusted exercise price per share of Common Stock of the Warrants. (with the other symbols in such formula having the meanings specified in the preceding formula).

Spin-Off. (i) In case the Company shall at any time pay a dividend or make a distribution to all holders of its Common Stock consisting of the capital stock of any class or series, or similar interests, of or relating to a subsidiary or other business unit of the Company (such transaction, a “Spin-Off”; such capital stock or other interests, the “Spin-Off Shares”; and such subsidiary or business unit, the “Spin-Off Company”), then each holder the Company shall take such action, and shall cause the Spin-Off Company to take such action, so that the Notes shall be deemed exchanged as of a Warrant outstanding and unexercised on the effective date of the Spin Off shall become entitled to a spin-off warrant (“Spin-Off WarrantsOff, without action by any Holder, for a combination of new floating rate unsecured loan notes of the Company (the “New Notes”) evidencing a right to purchase a number of shares of capital stock and floating rate unsecured loan notes of the Spin-Off Company that the Holder would have received had the Holder exercised such Warrants immediately prior to the record date for the Spin-Off (the “Spin-Off Record DateNotes”), as provided in this Section 4.01(e); provided, however, that in the event that the distribution of Spin-Off Shares Notes to the Holders would, in the reasonable opinion of counsel to the Company, (yi) prevent jeopardize the tax-free nature of such Spin-Off or (zii) require registration with the SEC in circumstances where registration would not otherwise be required, then then, at the election of the Company, either (y) the Holders shall not receive New Notes and Spin-Off Warrants Notes pursuant to this Section 11(e)(i4.01(e)(i) and the Warrants Put/Call Rate shall instead be adjusted pursuant to the terms of Section 11(e)(ii4.01(e)(ii) or (z) the Holders shall receive New Notes and Spin-Off Warrants Notes as contemplated above in this Section 11(e)(i4.01(e)(i). The terms of the New Notes and the Spin-Off Warrants Notes shall be identical to the terms of the Warrants Notes mutatis mutandis, except that the exercise price of a Spin-Off Warrant Put/Call Rates, the nominal amounts, the Call Target Prices and the Interest Rate Hurdles (subject to adjustment as provided therein) shall be determined by of the following formula: Es = Eo x Ps / (Pp+ (r x Ps)) where: Es = the Exercise Price per Spin-Off Share of New Notes and the Spin-Off Warrants. Eo = the Exercise Price per share of Common Stock of the relevant Warrant immediately prior to adjustment for the relevant Spin-Off. Pp = the average of the Daily Market Prices of the Common Stock for the ten (10) full consecutive trading days following the date on which the Spin-Off is consummated. r = the number of Spin-Off Shares (which may be one or a fraction less than or greater than one) distributed pursuant to the Spin-Off in respect of each share of Common Stock. Ps = the fair market value per share of the Spin-Off Shares. As used in this section, “fair market value” shall mean the average Daily Market Price of the Spin-Off Shares for the first ten (10) consecutive trading days following the date on which the Spin-Off is consummated; provided, however, that if such distributed securities do not begin trading within two trading days of the consummation of such Spin-Off or do not trade for at least ten (10) consecutive trading days within twenty (20) days after the Spin-Off, then the “fair market value” of such distributed securities Notes shall be determined by an investment banking firm of national reputation and standing selected by the Company and reasonably acceptable to a Majority of the Warrant Holders on the Spin-Off Record Date. Following the Spin-Off, the Exercise Price of each Warrant shall be adjusted in accordance with the following formula: En = Eo x Pp / (Pp+ (r x Ps)) where: En = the adjusted exercise price per share of Common Stock of the Warrants. (with the other symbols in such formula having the meanings specified in the preceding formula).as follows:

Spin-Off. (i) In case the Company shall at any time pay a dividend or make a distribution to all holders of its Common Stock consisting of the capital stock of any class or series, or similar interests, of or relating to a subsidiary or other business unit of the Company (such transaction, a “"Spin-Off”"; such capital stock or other interests, the “Spin-"Spin- Off Shares”"; and such subsidiary or business unit, the “"Spin-Off Company”"), then each holder of a Warrant outstanding and unexercised on the date of the Spin Off shall become entitled to a spin-off warrant (“"Spin-Off Warrants”") evidencing a right to purchase a number of shares of capital stock of the Spin-Off Company that the Holder would have received had the Holder exercised such Warrants immediately prior to the record date for the Spin-Off (the “"Spin-Off Record Date”"); provided, however, that in the event that the distribution of Spin-Off Shares to the Holders would, in the reasonable opinion of counsel to the Company, (y) prevent the tax-free nature of such Spin-Off or (z) require registration with the SEC in circumstances where registration would not otherwise be required, then at the election of the Company, either (y) the Holders shall not receive Spin-Off Warrants pursuant to this Section 11(e)(i) and the Warrants shall instead be adjusted pursuant to the terms of Section 11(e)(ii) or (z) the Holders shall receive Spin-Off Warrants as contemplated above in this Section 11(e)(i). The terms of the Spin-Off Warrants shall be identical to the terms of the Warrants mutatis mutandis, except that the exercise price of a Spin-Off Warrant (subject to adjustment as provided therein) shall be determined by the following formula: Es = Eo x Ps / (Pp+ (r x Ps)) where: Es = the Exercise Price per Spin-Off Share of the Spin-Off Warrants. Eo = the Exercise Price per share of Common Stock of the relevant Warrant immediately prior to adjustment for the relevant Spin-Off. Pp = the average of the Daily Market Prices of the Common Stock for the ten (10) full consecutive trading days following the date on which the Spin-Off is consummated. r = the number of Spin-Off Shares (which may be one or a fraction less than or greater than one) distributed pursuant to the Spin-Off in respect of each share of Common Stock. Ps = the fair market value per share of the Spin-Off Shares. As used in this section, “"fair market value” " shall mean the average Daily Market Price of the Spin-Off Shares for the first ten (10) consecutive trading days following the date on which the Spin-Off is consummated; provided, however, that if such distributed securities do not begin trading within two trading days of the consummation of such Spin-Off or do not trade for at least ten (10) consecutive trading days within twenty (20) days after the Spin-Off, then the “"fair market value” " of such distributed securities shall be determined by an investment banking firm of national reputation and standing selected by the Company and reasonably acceptable to a Majority of the Warrant Holders on the Spin-Off Record Date. Following the Spin-Off, the Exercise Price of each Warrant shall be adjusted in accordance with the following formula: En = Eo x Pp / (Pp+ (r x Ps)) where: En = the adjusted exercise price per share of Common Stock of the Warrants. (with the other symbols in such formula having the meanings specified in the preceding formula).