Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price per share of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If, after the date of this Stock Purchase Contract Agreement, the Company shall issue rights distributes any rights, options or warrants warrants, other than pursuant to any dividend reinvestment, share purchase or similar plans, to all holders of its the Company's Common Stock entitling them (to purchase or subscribe for, for a period expiring within 45 60 days after from the record date mentioned below) to subscribe for of issuance of the rights or purchase warrants, shares of Common Stock at a price per share less than the Current Market Price per share as of the Time of Determination (as defined in Section 5.04(a) below) (except that no adjustment will be made if Holders of the Common Equity Units may participate in the distribution on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate), the Fixed Daily Settlement Rates shall be adjusted by multiplying them by a fraction: (A) the numerator of which is the sum of (1) the number of shares of Common Stock outstanding on the record date fixed for the applicable distribution plus (2) the total number of additional shares of Common Stock offered for subscription or purchase, and (B) the denominator of which is the sum of (1) the number of shares of Common Stock outstanding on the record date fixed for the distribution plus (2) the total number of shares of Common Stock that the aggregate offering price of the total number of shares offered for subscription or purchase would purchase at the Current Market Price. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights the rights, warrants or warrants, options to which this Section 5.04(b)(ii) applies. To the Conversion Rate in effect immediately prior thereto shall be adjusted so extent that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by are not exercised prior to their expiration (and as a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of result no additional shares of Common Stock offered are delivered or issued pursuant to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants), the Conversion Rate Fixed Daily Settlement Rates shall be readjusted to the Conversion Rate which Fixed Daily Settlement Rates that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery or issuance of only the number of shares of Common Stock actually delivered. If such rights delivered or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If, after the Issue Date of the Warrant, the Company shall issue rights distributes any rights, options or warrants (other than pursuant to a Shareholders' Rights Plan (defined below)) to all or substantially all holders of its the Company's Common Stock entitling them to purchase (for a period expiring within not more than 45 days after from the record date mentioned belowfor such distribution) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share average of the Closing Sale Prices of the Common Stock at for the 10 consecutive Trading Day period ending on, and including the Trading Day immediately preceding the record date for the determination of stockholders entitled to receive such rights or warrantsdistribution, the Conversion Rate Exercise Price shall be decreased in accordance with the formula: where: R' = the Exercise Price in effect immediately prior thereto shall be adjusted so that after the same shall equal Open of Business on the Conversion Rate determined by multiplying record date for such distribution; R = the Conversion Rate Exercise Price in effect immediately prior to the Open of Business on the record date of issuance of for such rights or warrants by a fraction of which the numerator shall be distribution; O = the number of shares of Common Stock outstanding immediately prior to the Open of Business on the record date of issuance of for such rights or warrants plus distribution; N = the number of additional shares of Common Stock offered issuable pursuant to holders such rights, options or warrants; P = the per-share offering price payable to exercise such rights, options or warrants for the additional shares plus the per-share consideration (if any) the Company receives for such rights, options or warrants; and M = the average of the Closing Sale Prices of the Common Stock for subscription or purchasethe 10 consecutive Trading Day period ending on, and of which including, the denominator shall be Trading Day immediately preceding the number of shares of Common Stock outstanding on record date with respect to the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricedistribution. Such adjustment shall be successively made successively whenever any such rights rights, options or warrants are issued, distributed and shall become effective immediately after the opening Open of business Business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrantsdistribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Rate Exercise Price shall be readjusted increased to the Conversion Rate which Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights rights, options or warrants are not so issued, the Conversion Rate Exercise Price shall again be adjusted increased promptly to be the Conversion Rate which Exercise Price that would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixed. In For purposes of this Section 2.2, in determining whether any rights rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stock, and in determining the aggregate offering price of such shares Closing Sale Prices of Common StockStock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration received by the Company for such rights rights, options or warrantswarrants and any amount payable on exercise thereof, the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price per share of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common StockPrice, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price per share of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case the Company shall issue shall, at any time or from time to time while any of the Securities are outstanding, distribute rights or warrants to all holders of its shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of the declaration of such distribution (treating the conversion price per share of such securities convertible into Common Stock at as equal to (x) the record date sum of (i) the price for a unit of the determination security convertible into Common Stock and (ii) any additional consideration initially payable upon the conversion of stockholders entitled to receive such rights or warrantssecurity into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible security), then the Conversion Rate in effect immediately prior thereto Price shall be adjusted so that the same shall equal the Conversion Rate price determined by multiplying the Conversion Rate Price in effect immediately prior to at the opening of business on the day after the record date of issuance of for such rights or warrants distribution by a fraction fraction: (1) the numerator of which the numerator shall be the number of shares of Common Stock outstanding on the date close of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding business on the record date of issuance of for such rights or warrants distribution, plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such the Current Market PricePrice of the Common Stock as of the Business Day immediately preceding the date of the declaration of such distribution; and (2) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date for such distribution, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock (or securities convertible into shares of Common Stock) are not delivered after pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate Price shall be readjusted to the Conversion Rate Price which would then be in effect had the adjustments made upon the issuance distribution of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into shares of Common Stock) actually delivered. If In the event that such rights or warrants are not so issued, the Conversion Rate Price shall again be adjusted to be the Conversion Rate Price which would then be in effect if such record the date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common StockPrice, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, consideration if other than Cashcash, to be determined by the Board of Directors. No adjustment shall be made under this Section 10.4(c) if (i) the application of the formula stated above in this Section 10.4(c) would result in the Conversion Price effective subsequent to such adjustment to be equal to or more than the Conversion Price in effect immediately prior to such adjustment or (ii) such distribution of rights or warrants as described in the first paragraph of this Section 10.4(c) is made pursuant to the implementation of a Rights Plan and the provisions set forth in the last paragraph of Section 10.4(d)(i) below are complied with.

Adjustment for Rights Issue. In case If the Company shall issue Issuer issues any rights or warrants to all holders of shares of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) below to subscribe for or purchase shares of Common Stock (or Convertible Securities) at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Common Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the Convertible Securities to be so offered, after adding thereto the aggregate exercise price of the rights or warrants to purchase such Convertible Securities) would purchase at such Current Average Market PricePrice and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Such Shares of Common stock owned by or held for the account of the Issuer shall not be deemed outstanding for the purpose of any such adjustment. For purposes of this Section 13.8, the number of shares of Common Stock outstanding on any record date shall be deemed to include the maximum number of shares of Common Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Common Stock, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for or the determination of the stockholders entitled to receive such the rights or warrants. To If all of the extent that shares of Common Stock are (or all of the Convertible Securities) subject to such rights or warrants have not delivered after been issued when such rights or warrants expire (or, in the case of rights or warrants to purchase Convertible Securities which have been exercised, all of the shares of Common Stock issuable upon conversion of such Convertible Securities have not been issued prior to the expiration of such rights the conversion right thereof), then the conversion price or warrants, the Conversion Rate conversion rate shall promptly be readjusted to the Conversion Rate conversion price or conversion rate which would then be in effect had the adjustments made adjustment upon the issuance of such rights or warrants been made on the basis of delivery of only the actual number of shares of Common Stock actually delivered. If (or Convertible Securities) issued upon the exercise of such rights or warrants are not so issued(or the conversion of such Convertible Securities). No adjustment shall be made under this Section 13.8 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the Conversion Rate shall again be adjusted to be conversion price or conversion rate, as the Conversion Rate which would then be case may be, in effect if prior to such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directorsadjustment.

Adjustment for Rights Issue. In case If, after the Notes are issued, the Company shall issue rights distributes to all, or warrants to all substantially all, holders of its the Company's Common Stock any rights, warrants or options entitling them (them, for a period expiring within 45 of not more than 60 days after the record date mentioned below) of issuance thereof, to subscribe for or to purchase shares of Common Stock at a an exercise price per share less than the Current Market Price per share of Common Stock at less than the record date average of the Closing Sale Prices of the Common Stock for each Trading Day in the determination 10 consecutive Trading-Day period ending on the Trading Day immediately preceding the time of stockholders entitled announcement of such issuance (other than any rights, warrants or options that by their terms will also be issued to receive such rights or warrantsHolders of Notes upon conversion of their Notes into Common Stock), the Conversion Rate in effect immediately prior thereto shall be adjusted so that by the same shall equal Company in accordance with the Conversion Rate determined by multiplying following formula: CR1 = CR0 x (OS0 + X) (OS0 + Y) where CR0 = the Conversion Rate in effect immediately prior to the date of issuance of Ex-Dividend Date for such rights or warrants by a fraction of which distribution; CR1 = the numerator shall be new Conversion Rate in effect immediately after the Ex-Dividend Date for such distribution (e.g., the Conversion Rate in effect before trading commences on the morning after the Ex-Dividend Date); OS0 = the number of shares of Common Stock outstanding on immediately prior to the date of issuance of Ex-Dividend Date for such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be distribution; X = the number of shares of Common Stock outstanding on the date of issuance of issuable pursuant to such rights rights, warrants or warrants plus options; and Y = the number of shares of Common Stock which equal to the quotient of (A) the aggregate offering price payable to exercise such rights, warrants or options and (B) the average of the total number Closing Sale Prices of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business Common Stock for each Trading Day in the 10 consecutive Trading Day period ending on the day following Trading Day immediately preceding the record date of announcement for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights rights, warrants or warrants been made on the basis options. For purposes of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issuedthis Section 5.7, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights rights, warrants or warrants options entitle the holders Holders to subscribe for or purchase shares of the Company’s Common Stock at less than such Current Market Price the average of such Common Stock, and the Closing Sale Prices for each Trading Day in determining the aggregate offering price of such shares of Common Stockapplicable 10 consecutive Trading Day period, there shall be taken into account any consideration received by the Company receives for such rights rights, warrants or warrantsoptions and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Company’s Board of Directors. If any right, warrant or option described in this Section 5.7 is not exercised prior to the expiration of the exercisability thereof, the new Conversion Rate shall be readjusted by the Company to the Conversion Rate that would then be in effect if such right, warrant or option had not been so issued.

Adjustment for Rights Issue. In case If the Company shall issue Parent issues any rights or warrants to all holders of its Common shares of Parent Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Parent Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Parent Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Parent Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Parent Stock which the aggregate offering price of the total number of shares of Parent Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Parent Stock outstanding on such record date plus the date number of issuance additional shares of Parent Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 10.08, the number of shares of Common Parent Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Parent Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Parent Stock, if all of such Current Market PriceConvertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B TCI Group Common Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B TCI Group Common Stock outstanding on such record date, if all of such shares of Series B TCI Group Common Stock were deemed to have been converted immediately prior to the opening of business on such record date. Such The adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such the rights or warrants. To If all of the extent that shares of Common Parent Stock are (or all of the Convertible Securities) subject to such rights or warrants have not delivered after been issued when such rights or warrants expire (or, in the case of rights or warrants to purchase Convertible Securities which have been exercised, all of the shares of Parent Stock issuable upon conversion of such Convertible Securities have not been issued prior to the expiration of such rights the conversion right thereof), then the conversion price or warrants, the Conversion Rate conversion rate shall promptly be readjusted to the Conversion Rate conversion price or conversion rate which would then be in effect had the adjustments made adjustment upon the issuance of such rights or warrants been made on the basis of delivery of only the actual number of shares of Common Parent Stock actually delivered. If (or Convertible Securities) issued upon the exercise of such rights or warrants are not so issued(or the conversion of such Convertible Securities). No adjustment shall be made under this Section 10.08 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the Conversion Rate shall again be adjusted to be conversion price or conversion rate, as the Conversion Rate which would then be case may be, in effect if prior to such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directorsadjustment.

Adjustment for Rights Issue. In case If the Company shall issue Parent issues any rights or warrants to all holders of its Common shares of Parent Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Parent Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Parent Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Parent Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Parent Stock which the aggregate offering price of the total number of shares of Parent Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Parent Stock outstanding on such record date plus the date number of issuance additional shares of Parent Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 10.08, the number of shares of Common Parent Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Parent Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Parent Stock, if all of such Current Market Price. Such adjustment shall be made successively whenever any such rights Convertible Securities were deemed to have been exercised, exchanged or warrants are issued, and shall become effective converted immediately after prior to the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for and (ii) if the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.Series B 48

Adjustment for Rights Issue. In case If the Company shall issue rights distributes any rights, options or warrants (whether or not immediately exercisable) to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Value per share within 60 days after the record date relating to such distribution, the Exercise Price shall be adjusted in accordance with the formula: O + N x P E‘ = E x M O + N where: E‘ = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date for any such distribution. N = the number of additional shares of Common Stock issuable upon exercise of such rights, options or warrants. P = the exercise price per share of such rights, options or warrants. M = the Current Market Value per share of Common Stock at on the record date for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Conversion Rate in effect immediately prior thereto Exercise Price shall be adjusted so that immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued. No adjustment shall be required under this subsection (b) if at the time of such distribution the Company makes the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior distribution to the date Holders of issuance Warrants as it makes to holders of such rights or warrants by a fraction shares of which the numerator shall be Common Stock pro rata based on the number of shares of Common Stock outstanding on the date of issuance of for which such rights Warrants are exercisable (whether or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricenot currently exercisable). Such No adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled pursuant to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate this subsection (b) which shall be readjusted to have the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only decreasing the number of shares Warrant Shares purchasable upon exercise of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directorseach Warrant.

Adjustment for Rights Issue. In case If the Company shall issue rights issues to all or substantially all of the holders of the Common Stock any rights, options or warrants (other than pursuant to all any rights plan in effect from time to time) entitling such holders of its Common Stock entitling them (for a period expiring within 45 of not more than 60 calendar days after the record announcement date mentioned below) of such issuance to subscribe for or purchase shares of the Common Stock Stock, at a price per share less than the Current Market Price per share average of the Last Reported Sale Prices of the Common Stock at the record date for the determination ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of stockholders entitled to receive announcement of such rights or warrantsissuance, the Conversion Rate in effect immediately prior thereto shall will be adjusted so that based on the same shall equal the Conversion Rate determined by multiplying following formula: CR1= CR0 x OS0 + X OS0 + Y where: CR0 = the Conversion Rate in effect immediately prior to the date Open of issuance Business on the Ex-Dividend Date for such issuance; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such rights or warrants by a fraction of which the numerator shall be issuance; OS0 = the number of shares of the Common Stock outstanding immediately prior to the Open of Business on the date of issuance of Ex-Dividend Date for such rights or warrants plus issuance; X = the total number of additional shares of the Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, and of which the denominator shall be warrants; Y = the number of shares of the Common Stock outstanding on equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights rights, options or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such Any adjustment shall made under this Section 10.05(b) will be made successively whenever any such rights rights, options or warrants are issued, issued and shall become effective immediately after the opening Open of business Business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsissuance. To the extent that shares of Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which that would then be in effect had the adjustments adjustment made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights rights, options or warrants are not so issued, the Conversion Rate shall again immediately be adjusted readjusted to be equal the Conversion Rate which that would then be in effect if such record date for had the determination relevant adjustment pursuant to this Section 10.05(b) not occurred. For purposes of stockholders entitled to receive such rights or warrants had not been fixed. In this Section 10.05(b), in determining whether any rights issued rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of the Common Stock at a price less than such Current Market Price the average of the Last Reported Sale Prices of the Common Stock for each Trading Day in the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date of such Common Stockissuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by that the Company receives for such rights rights, options or warrantswarrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If, after the Company shall issue rights Issue Date, the Guarantor distributes any rights, warrants or warrants options to all holders of its Common Stock Ordinary Shares entitling them (them, for a period expiring within 45 60 days after the record date mentioned below) Record Date (as defined in this Section 18.7), to subscribe for or purchase Common Stock ADSs or Ordinary Shares at a price per share Share less than the Current Market Average Sale Price (converted, if necessary, from the currency in which such purchase may be made to Dollars at the mid-market spot exchange rate as of the close of business on the Business Day immediately preceding the Record Date, as published in a widely recognized source selected in good faith by the Guarantor), the Conversion Ratio in effect immediately prior to the close of business on the Record Date shall be adjusted in accordance with the following formula: R' = R x (O + N) ----------------- (O + (N x P) / M) where: R' = the adjusted Conversion Ratio. R = the Conversion Ratio in effect immediately prior to the close of business on the Record Date. O = the number of Ordinary Shares (whether or not represented by ADSs) outstanding at the close of business on the Record Date. N = the number of additional Ordinary Shares (whether or not represented by ADSs) that may be offered upon exercise of the rights, warrants or options offered pursuant to the distribution. P = the subscription or purchase price per share of Common Stock at such additional Ordinary Shares. M = the Average Sale Price on the Record Date. The adjustment shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such rights the rights, warrants or warrantsoptions to which this Section 18.7 applies (for purposes of this Section 18.7 only, the Conversion Rate in effect immediately prior thereto shall be adjusted so that "Record Date"). If all of the same shall equal ADSs or Ordinary Shares subject to such rights, warrants or options have not been issued when such rights, warrants or options expire, then the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator Ratio shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall promptly be readjusted to the Conversion Rate Ratio which would then be in effect had the adjustments made adjustment upon the issuance of such rights rights, warrants or warrants options been made on the basis of delivery of only the actual number of shares ADSs or Ordinary Shares issued upon the exercise of Common Stock actually deliveredsuch rights, warrants or options. If such rights No adjustment shall be made under this Section 18.7 if the application of the formula stated above in this Section 18.7 would result in a value of R' that is equal to or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.R.

Adjustment for Rights Issue. In case If the Ex-Dividend Date occurs for any issuance by the Company shall issue rights to all or warrants to substantially all holders of its Common Stock of any rights, options or warrants (other than pursuant to a stockholder rights plan) entitling them (the holders of such rights, options or warrants for a period expiring within 45 of not more than 60 calendar days after the record announcement date mentioned below) of such issuance to subscribe for or purchase shares of Common Stock Stock, at a price per share of Common Stock less than the Current Market Price per share average of the Last Reported Sale Prices of the Common Stock at the record date for the determination ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of stockholders entitled to receive announcement of such rights or warrantsissuance, the Conversion Rate in effect immediately prior thereto shall be adjusted so that based on the same shall equal the Conversion Rate determined by multiplying following formula: CR1 = CR0 x OS0 + X OS0 + Y where: CR0 = the Conversion Rate in effect immediately prior to the date Open of issuance Business on the Ex-Dividend Date for such issuance; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such rights or warrants by a fraction of which the numerator shall be issuance; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date; X = the date of issuance of such rights or warrants plus the total number of additional shares of Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, warrants; and of which the denominator shall be Y = the number of shares of Common Stock outstanding on equal to (i) the aggregate price payable to exercise such rights, options or warrants divided by (ii) the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights rights, options or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such Any adjustment made under this Section 2.05(b) shall be made successively whenever any such rights rights, options or warrants are issued, issued and shall become effective immediately after the opening Open of business Business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsissuance. To the extent that shares of Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Rate shall be readjusted readjusted, as of the date of such expiration, to the Conversion Rate which that would then be in effect had the adjustments adjustment made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If no such rights rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised prior to their expiration, the Conversion Rate shall again immediately be adjusted readjusted, as of the scheduled issuance date, to be equal the Conversion Rate which that would then be in effect if such record date had the relevant adjustment pursuant to this Section 2.05(b) not occurred. For purposes of this Section 2.05(b) and for the determination purposes of stockholders entitled to receive such rights or warrants had not been fixed. In Section 2.01(b)(iii)(x) hereof, in determining whether any rights rights, options or warrants entitle the holders of shares of the Common Stock to subscribe for or purchase shares of the Common Stock at a price per share of the Common Stock less than such Current Market Price the average of the Last Reported Sale Prices of the Common Stock for each Trading Day in the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such Common Stockissuance, and in determining the aggregate offering price of such shares of the Common Stock, there shall be taken into account any consideration received by that the Company receives for such rights rights, options or warrantswarrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If the Company shall issue rights shall, at any time or from time to time, while any shares of the Series A Preferred Stock are outstanding, distribute rights, options or warrants to all or substantially all holders of its Common Stock entitling them (them, for a period expiring within 45 60 days after the record date mentioned below) for such distribution, to subscribe for purchase shares of Common Stock, or purchase securities convertible into, or exchangeable or exercisable for, Common Stock Stock, in either case, at a price per share less than the Current Market Price per share average of Common Stock at the record date Closing Prices for the determination five consecutive Trading Days immediately preceding the first public announcement of stockholders entitled to receive such rights or warrantsthe distribution, then the Conversion Rate in effect immediately prior thereto Price shall be adjusted so that the same shall equal the Conversion Rate rate determined by multiplying the Conversion Rate Price in effect at the opening of business on the Ex-Dividend Date for such distribution by a fraction: (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding on the close of business on the Business Day immediately prior preceding the Ex-Dividend Date for such distribution, plus (2) the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock issuable pursuant to such rights, options or warrants would purchase at the Current Market Price of the Common Stock on the declaration date for such distribution (determined by multiplying such total number of issuance shares of Common Stock so offered by the exercise price of such rights rights, options or warrants and dividing the product so obtained by a fraction such Current Market Price); and (B) the denominator of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of issuance of Business Day immediately preceding the Ex-Dividend Date for such rights or warrants distribution, plus the total number of additional shares of Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsdistribution. To the extent that shares of Common Stock are not delivered after pursuant to such rights, options or warrants or upon the expiration or termination of such rights rights, options or warrants, the Conversion Rate Price shall be readjusted to the Conversion Rate which Price that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If In the event that such rights rights, options or warrants are not so issueddistributed, the Conversion Rate Price shall again be adjusted to be the Conversion Rate Price which would then be in effect if the Ex-Dividend Date for such record date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixedoccurred. In determining whether any rights rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stockthe Closing Prices for the five consecutive Trading Days immediately preceding the first public announcement of the relevant distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights rights, options or warrants, warrants and the value of such consideration, consideration if other than Cashcash, to be determined in good faith by the Board of Directors. Except as set forth in this paragraph, in no event shall the Conversion Price be increased pursuant to this SECTION 5(f)(ii).

Adjustment for Rights Issue. In case (a) If the Company shall issue rights distributes any rights, warrants, options or warrants other securities exercisable or convertible into or exchangeable (collectively, an “exercise”) for shares of Common Stock (collectively, “rights”) to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share (or having a exercise price per share) less than the Current Market Price per share of the Common Stock at as of the record last Trading Day preceding the date of the agreement on pricing such rights, then, in such event: (i) the number of Warrant Shares for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect which any Warrant is exercisable immediately prior to the date of issuance the agreement on pricing of such rights or warrants (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which the numerator shall be the sum of (1) the number of shares of Common Stock outstanding on the such date of issuance of such rights or warrants plus and (2) the number of additional shares of Common Stock offered to holders of Common Stock Additional Shares for subscription or purchase, which rights may be exercised and (B) the denominator of which the denominator shall be the sum of (1) the number of shares of Common Stock outstanding on the such date of issuance of such rights or warrants plus and (2) the number of shares of Common Stock which the aggregate offering price of consideration receivable by the Company for the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If into which rights may be exercised would purchase at the Market Price on the last Trading Day preceding the date of the agreement on pricing such rights; and (ii) the Exercise Price payable upon exercise of a Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such rights or warrants are not so issuedby a fraction, the Conversion Rate numerator of which shall again be adjusted the number of Warrant Shares prior to such date and the denominator of which shall be the number of Warrant Shares immediately after the adjustment described in Section 8.2(a)(i). (b) For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such rights shall be deemed to be equal to the Conversion Rate which would then be in effect if sum of the net offering price (including the fair market value, as determined by a nationally recognized investment bank selected by the Board and reasonably acceptable to the largest Holder of Warrants at the time of such record date for the determination adjustment, of stockholders entitled any non-cash consideration and after deduction of any related expenses payable to receive third parties) of all such rights or warrants had not been fixed. In determining whether plus the minimum aggregate amount, if any, payable upon exercise of any such rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such into shares of Common Stock, there . Any adjustment made pursuant to this Section 8.2 shall be taken into account any consideration received by become effective immediately upon the Company for such rights or warrants, the value date of such consideration, if other than Cash, to be determined by the Board of Directorsissuance.

Adjustment for Rights Issue. In case If the Company shall issue issues any rights or warrants to all holders of its Common shares of Company Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Company Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Company Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Company Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Company Stock which the aggregate offering price of the total number of shares of Company Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Company Stock outstanding on such record date plus the date number of issuance additional shares of Company Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Company Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 10.08, the number of shares of Common Company Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Company Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Company Stock, if all of such Current Market PriceConvertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Company Stock, the maximum number of shares of Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. Such The adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive the rights or warrants. If all of the shares of Company Stock (or all of the Convertible Securities) subject to such rights or warrants had have not been fixed. In determining whether any issued when such rights or warrants entitle expire (or, in the holders case of rights or warrants to subscribe for or purchase Convertible Securities which have been exercised, all of the shares of Common Company Stock at less than such Current Market Price issuable upon conversion of such Common StockConvertible Securities have not been issued prior to the expiration of the conversion right thereof), and then the conversion price or conversion rate shall promptly be readjusted to the conversion price or conversion rate which would then be in determining effect had the aggregate offering price adjustment upon the issuance of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.warrants 50

Adjustment for Rights Issue. In case the Company shall issue rights If Holdings issues any rights, options or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) any person to subscribe for Common Stock or purchase securities convertible into, or exchangeable or exercisable for, Common Stock at a an offering price per share (or with an initial conversion, exchange or exercise price plus such offering price) that is less than the Current Market Price per share of Common Stock at on the record date for such issuance (all of the foregoing, "RIGHTS"), the Exercise Rate shall be adjusted in accordance with the formula: E' = E x O + N ---------- N x P O + ----- M where: E' = the adjusted Exercise Rate. E = the current Exercise Rate. O = the number of shares of Common Stock outstanding on the record date (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). N = the number of additional shares of Common Stock issuable pursuant to the Rights offered. P = the offering price plus initial conversion, exchange or exercise price per share of the additional shares of Common Stock issuable pursuant to the Rights. M = the Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such Rights are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate Rights in effect immediately prior thereto shall the case of Rights to be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior issued to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrantsStock. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrantsRights, the Conversion Exercise Rate shall be readjusted to the Conversion Exercise Rate which would then otherwise be in effect had the adjustments adjustment made upon the issuance of such options, rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If In the event that such options, rights or warrants are not so issued, the Conversion Exercise Rate shall again be adjusted to be the Conversion Exercise Rate which would then be in effect if such record date fixed for the determination of stockholders entitled to receive such options, rights or warrants had not been so fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case (a) If the Company shall issue rights Borrower distributes any rights, options or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) any person to subscribe for Common Stock or purchase securities convertible into, or exchangeable or exercisable for, Common Stock at a an offering price which is less than the Current Market Price per share on that record date for such issuance, the Exercise Price shall be adjusted in accordance with the formula: N x P O + _____ M E' = Ex _________ O + N where: E' = the adjusted Exercise Price. E = the current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock offered. P = the offering price per share less than of the additional shares. M = the Current Market Price per share of Common Stock at on the record date. (b) For purposes of this Section 6.5, the "offering price" shall include ----------- the amount initially paid for such rights, options or warrants plus the amount to be paid upon exercise or conversion of such rights, options or warrants. (c) The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Conversion Rate in effect immediately prior thereto Exercise Price shall be adjusted so that immediately readjusted to what it would have been if "N" in the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be above formula had been the number of shares actually issued. (i) rights, options or warrants issued to the Borrower's employees under bona fide employment benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such rights would otherwise be covered by this Section 6.5 (but only to the extent that the ----------- aggregate number of rights, options or warrants excluded hereby and issued after the date of this Agreement shall not exceed the right to subscribe for more than [10%] of the Common Stock outstanding on the date of issuance of such rights this Agreement); [DISCUSS BREADTH OF ANTI-DILUTION PROTECTION] (ii) rights, options or warrants plus the number of additional shares of Common Stock offered issued to holders of Common Stock for subscription or purchasepersons in a bona fide public offering pursuant to a firm commitment underwriting; or (iii) rights, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights options or warrants plus the number of shares of Common Stock which the aggregate offering price issued to persons who are not affiliates of the total number Borrower in a bona fide private placement through a placement agent that is a member firm of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled NASD (except to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after any discount from the expiration Current Market Price attributable to restrictions on transferability of such rights rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be as determined in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined good faith by the Board of Directors pursuant to Section 6.16 and described in a Board of Directors.' ------------ resolution, shall exceed [15%]). [DISCUSS BREADTH OF ANTI-DILUTION PROTECTION]

Adjustment for Rights Issue. In case If the Company shall issue rights shall, at any time or from time to time while this Warrant is outstanding, distribute rights, options or warrants to all or substantially all holders of its Common Stock entitling them (them, for a period expiring within 45 60 days after the record date mentioned below) for such distribution, to subscribe for purchase shares of Common Stock, or purchase securities convertible into, or exchangeable or exercisable for, Common Stock Stock, in either case, at a price per share less than the Current Market average of the Closing Price per share of Common Stock at the record date for the determination five consecutive Trading Days immediately preceding the first public announcement of stockholders entitled to receive such rights or warrantsthe distribution, then, effective immediately after the Conversion Rate in effect immediately prior thereto opening of business on the Ex-Dividend Date: (i) The Exercise Price shall be adjusted so that the same shall equal the Conversion Rate price determined by multiplying the Conversion Rate Exercise Price in effect immediately prior to at the date opening of issuance of business on the Ex-Dividend Date for such rights or warrants distribution by a fraction fraction: (A) the numerator of which the numerator shall be the number of shares of Common Stock outstanding on the date close of issuance of business on the Business Day immediately preceding the Ex-Dividend Date for such rights or warrants distribution, plus the number of additional shares of Common Stock offered to holders that the aggregate offering price of the total number of shares of Common Stock issuable pursuant to such rights, options or warrants would purchase at the Current Market Price Per Common Share on the declaration date for subscription such distribution (determined by multiplying such total number of shares of Common Stock so offered by the exercise price of such rights, options or purchase, warrants and dividing the product so obtained by such Current Market Price Per Common Share); and (B) the denominator of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date of issuance of Business Day immediately preceding the Ex-Dividend Date for such rights or warrants distribution, plus the total number of additional shares of Common Stock which the aggregate offering price of the total issuable pursuant to such rights, options or warrants. (ii) The number of shares so offered would purchase at Warrant Shares will be adjusted by multiplying such Current Market Pricenumber by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(b)(i) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsdistribution. To the extent that shares of Common Stock are not delivered after pursuant to such rights, options or warrants or upon the expiration or termination of such rights rights, options or warrants, the Conversion Rate Exercise Price and number of Warrant Shares issuable under this Warrant shall be readjusted to the Conversion Rate which Exercise Price and number of Warrant Shares issuable that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If In the event that such rights rights, options or warrants are not so issueddistributed, the Conversion Rate Exercise Price and number of Warrant Shares shall again be adjusted to be the Conversion Rate Exercise Price and the number of Warrant Shares issuable which would then be in effect if the Ex-Dividend Date for such record date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixedoccurred. In determining whether any rights rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stockthe Closing Prices for the five consecutive Trading Days immediately preceding the first public announcement of the relevant distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, and the value of such consideration, consideration if other than Cashcash, to be determined in good faith by the Board of Directors. Except as set forth in this Section, in no event shall the Exercise Price be increased or the number of Warrant Shares decreased pursuant to this Section 10(b).

Adjustment for Rights Issue. In case the Company shall issue rights rights, options or warrants or other securities convertible or exchangeable for Common Stock or for any other such right, option or warrant (collectively, "Rights") to all holders of its outstanding Common Stock entitling them (for to subscribe for, purchase or obtain upon conversion or exchange to shares of Common Stock at a period expiring within 45 days after Price Per Share which is lower at the record date mentioned belowbelow than either (x) to subscribe for or purchase Common Stock at a price per share less than the Current then current Fair Market Price Value per share of Common Stock at or (y) the record date for the determination of stockholders entitled to receive such rights Exercise Price, or warrantsboth, the Conversion Rate in effect immediately prior thereto number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date number of issuance Warrant Shares theretofore purchasable upon exercise of such rights or warrants each Warrant by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants Rights plus the number additional Number of additional shares Shares of Common Stock offered to holders of Common Stock for subscription subscription, purchase or purchase, issuance upon conversion or exchange in connection with such Rights and the denominator of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants Rights plus the number of shares which the aggregate Gross Proceeds received or receivable by the Company upon exercise of such Rights would purchase at the greater of (x) the Fair Market Value per share of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market record date or (y) the Exercise Price. Such adjustment shall be made successively whenever any such rights or warrants Rights are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive Rights. As used herein, "Price Per Share" shall be defined and determined in accordance with the following formula: P = R/N where P = Price Per Share; R = the "Gross Proceeds" received or receivable by the Company in respect of Rights which shall be the total amount received or receivable by the Company in consideration for the issuance and sale of such rights Rights plus 731158.6 11 the aggregate amount of additional consideration payable to the Company upon exercise thereof; provided that the proceeds received or warrants had not been fixed. In determining whether receivable by the Company shall be the cash proceeds before deducting therefrom any rights compensation paid or warrants entitle discount allowed in the holders to subscribe for sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services; and N = the "Number of Shares," which in the case of Rights is the maximum number of shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directorsinitially issuable upon exercise thereof.

Adjustment for Rights Issue. In case If the Company shall issue Parent issues any rights or warrants to all holders of shares of its Common Parent Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Parent Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Parent Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Parent Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Parent Stock which the aggregate offering price of the total number of shares of Parent Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Parent Stock outstanding on such record date plus the date number of issuance additional shares of Parent Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 11.08, the number of shares of Common Parent Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Parent Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Parent Stock, if all of such Current Market Price. Such adjustment shall Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business of such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be made successively whenever any necessary to effect the full conversion of all shares of Series B Stock outstanding on such rights or warrants are issuedrecord date, and shall become effective if all of such shares of Series B Stock were deemed to have been converted immediately after prior to the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixeddate. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.39

Adjustment for Rights Issue. In case If the Company shall issue rights shall, at any time or from time to time, while any shares of the Series B Preferred Stock are outstanding, distribute rights, options or warrants to all or substantially all holders of its Common Stock entitling them (them, for a period expiring within 45 60 days after the record date mentioned below) for such distribution, to subscribe for purchase shares of Common Stock, or purchase securities convertible into, or exchangeable or exercisable for, Common Stock Stock, in either case, at a price per share less than the Current Market Price per share average of Common Stock at the record date Closing Prices for the determination five consecutive Trading Days immediately preceding the first public announcement of stockholders entitled to receive such rights or warrantsthe distribution, then the Conversion Rate in effect immediately prior thereto Price shall be adjusted so that the same shall equal the Conversion Rate rate determined by multiplying the Conversion Rate Price in effect at the opening of business on the Ex-Dividend Date for such distribution by a fraction: (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding on the close of business on the Business Day immediately prior preceding the Ex-Dividend Date for such distribution, plus (2) the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock issuable pursuant to such rights, options or warrants would purchase at the Current Market Price of the Common Stock on the declaration date for such distribution (determined by multiplying such total number of issuance shares of Common Stock so offered by the exercise price of such rights rights, options or warrants and dividing the product so obtained by a fraction such Current Market Price); and (B) the denominator of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of issuance of Business Day immediately preceding the Ex-Dividend Date for such rights or warrants distribution, plus the total number of additional shares of Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsdistribution. To the extent that shares of Common Stock are not delivered after pursuant to such rights, options or warrants or upon the expiration or termination of such rights rights, options or warrants, the Conversion Rate Price shall be readjusted to the Conversion Rate which Price that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If In the event that such rights rights, options or warrants are not so issueddistributed, the Conversion Rate Price shall again be adjusted to be the Conversion Rate Price which would then be in effect if the Ex-Dividend Date for such record date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixedoccurred. In determining whether any rights rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stockthe Closing Prices for the five consecutive Trading Days immediately preceding the first public announcement of the relevant distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights rights, options or warrants, warrants and the value of such consideration, consideration if other than Cashcash, to be determined in good faith by the Board of Directors. Except as set forth in this paragraph, in no event shall the Conversion Price be increased pursuant to this SECTION 5(f)(ii).

Adjustment for Rights Issue. In case If the Company shall issue Parent issues any rights or warrants to all holders of its Common shares of Parent Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Parent Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Parent Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Parent Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Parent Stock which the aggregate offering price of the total number of shares of Parent Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Parent Stock outstanding on such record date plus the date number of issuance additional shares of Parent Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 11.08, the number of shares of Common Parent Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Parent Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Parent Stock, if all of such Current Market PriceConvertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. Such The adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive the rights or warrants. If all of the shares of Parent Stock (or all of the Convertible Securities) subject to such rights or warrants had have not been fixed. In determining whether any issued when such rights or warrants entitle expire (or, in the holders case of rights or warrants to subscribe for or purchase Convertible Securities which have been exercised, all of the shares of Common Parent Stock at less than such Current Market Price issuable upon conversion of such Common StockConvertible Securities have not been issued prior to the expiration of the conversion right thereof), and then the conversion price or conversion rate shall promptly be readjusted to the conversion price or conversion rate which would then be in determining effect had the aggregate offering price adjustment upon the issuance of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.warrants 38

Adjustment for Rights Issue. In case If, after the Company shall issue rights Series Issue Date of the Exchangeable Debentures, Host REIT distributes any rights, options or warrants to all holders of its Host REIT Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Host REIT Common Stock at a price per share less (or having an exchange price per share less) than the Current Market Price (on the Trading Day immediately preceding the time of announcement of such issuance) (except that no adjustment will be made if Holders of the Exchangeable Debentures may participate in the distribution on a basis and with the notice that the Company’s Board of Directors determines to be fair and appropriate), the Exchange Rate shall be adjusted in accordance with the formula: R’ = R x (O + N) (O + (N x P)/M) where: R’ = the adjusted Exchange Rate. R = the current Exchange Rate. O = the number of shares of Host REIT Common Stock outstanding on the record date for the distribution to which this clause (b) is being applied. N = the number of additional shares of Host REIT Common Stock offered pursuant to the distribution. P = the offering price per share of Common Stock at the additional shares. M = the Market Price. The adjustment shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such rights the rights, warrants or warrants, options to which this clause (b) applies. If all of the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Host REIT Common Stock outstanding on subject to such rights, warrants or options have not been issued when such rights, warrants or options expire, then the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Exchange Rate shall promptly be readjusted to the Conversion Exchange Rate which would then be in effect had the adjustments made adjustment upon the issuance of such rights rights, warrants or warrants options been made on the basis of delivery of only the actual number of shares of Host REIT Common Stock actually deliveredissued upon the exercise of such rights, warrants or options. If such rights No adjustment shall be made under this clause (b) if the application of the formula stated above in this clause (b) would result in a value of R’ that is equal to or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.R.

Adjustment for Rights Issue. In case If, after the Company shall issue rights Issue Date, the Guarantor distributes any rights, warrants or warrants options to all or substantially all holders of its Common Stock Ordinary Shares entitling them (them, for a period expiring within 45 60 days after the record date mentioned below) Record Date (as defined in this Section 18.7), to subscribe for or purchase Common Stock ADSs or Ordinary Shares at a price per share Share less than the Current Market Average Sale Price (converted, if necessary, from the currency in which such purchase may be made to Dollars at the mid-market spot exchange rate as of the close of business on the Business Day immediately preceding the Record Date, as published in a widely recognized source selected in good faith by the Guarantor), the Conversion Ratio in effect immediately prior to the close of business on the Record Date shall be adjusted in accordance with the following formula: R' = R x (O + N) ----------------- (O + (N x P) / M) where: R' = the adjusted Conversion Ratio. R = the Conversion Ratio in effect immediately prior to the close of business on the Record Date. O = the number of Ordinary Shares (whether or not represented by ADSs) outstanding at the close of business on the Record Date. N = the number of additional Ordinary Shares (whether or not represented by ADSs) that may be offered upon exercise of the rights, warrants or options offered pursuant to the distribution. P = the subscription or purchase price per share of Common Stock at such additional Ordinary Shares. M = the Average Sale Price on the Record Date. The adjustment shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such rights the rights, warrants or warrantsoptions to which this Section 18.7 applies (for purposes of this Section 18.7 only, the Conversion Rate in effect immediately prior thereto shall be adjusted so that "Record Date"). If all of the same shall equal ADSs or Ordinary Shares subject to such rights, warrants or options have not been issued when such rights, warrants or options expire, then the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator Ratio shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall promptly be readjusted to the Conversion Rate Ratio which would then be in effect had the adjustments made adjustment upon the issuance of such rights rights, warrants or warrants options been made on the basis of delivery of only the actual number of shares ADSs or Ordinary Shares issued upon the exercise of Common Stock actually deliveredsuch rights, warrants or options. If such rights No adjustment shall be made under this Section 18.7 if the application of the formula stated above in this Section 18.7 would result in a value of R' that is equal to or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.R.

Adjustment for Rights Issue. In case If, after the date of this Warrant, the Company shall issue distributes any rights or warrants Options to all or substantially all holders of its Common Stock entitling them such holders to purchase (for a period expiring within 45 days after the record date mentioned below60 days) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share average of the Closing Sale Prices of the Common Stock at the record date for the determination 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of stockholders entitled announcement of such distribution, then the Exercise Price shall be adjusted in accordance with the following formula; provided, however, that the Exercise Price will be readjusted to receive the extent that such rights or warrants, Options are not exercised prior to their expiration or are not distributed: R1 = R X O + Y O + X where: R1 = the Conversion Rate Exercise Price in effect immediately prior thereto shall be adjusted so that after the same shall equal open of business on the Conversion Rate determined by multiplying Ex-Dividend Date for such distribution; R = the Conversion Rate Exercise Price in effect immediately prior to the date open of issuance of business on the Ex-Dividend Date for such rights or warrants by a fraction of which the numerator shall be distribution; O = the number of shares of Common Stock outstanding at the close of business on the date of issuance of Trading Day immediately preceding the Ex-Dividend Date for such rights or warrants plus distribution; X = the total number of additional shares of Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights or purchase, Options; and of which the denominator shall be Y = the number of shares of Common Stock outstanding on equal to (1) the date of issuance of aggregate price payable to exercise such rights or warrants Options plus the number aggregate consideration received by the Company for such rights or Options divided by (2) the average of shares the Closing Sale Prices of the Common Stock which for the aggregate offering price of 10 consecutive Trading Day period ending on, and including, the total number of shares so offered would purchase at Trading Day immediately preceding the Ex-Dividend Date for such Current Market Pricedistribution. Such adjustment shall be successively made successively whenever any such rights or warrants Options are issued, distributed and shall become effective immediately after the opening open of business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsdistribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights or warrantsOptions, the Conversion Rate Exercise Price shall be readjusted to the Conversion Rate which Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights or warrants Options been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants Options are not so issued, the Conversion Rate Exercise Price shall again be adjusted promptly to be the Conversion Rate which Exercise Price that would then be in effect if such record date Ex-Dividend Date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixed. In For purposes of this Section 3.3, in determining whether any rights or warrants Options entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stock, and in determining the aggregate offering price of such shares Closing Sale Prices of Common StockStock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration received by the Company for such rights or warrantsOptions and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board Company’s board of Directorsdirectors. No adjustment to the Exercise Price shall be made under this Section 3.3 if the application of the formula stated above in this Section 3.3 would result in an increase in such Exercise Price.

Adjustment for Rights Issue. In case If the Company shall issue rights Ex-Dividend Date occurs for any issuance by the Parent to all or warrants to substantially all holders of its the outstanding shares of Common Stock of any rights, options or warrants entitling them (the holders of such rights, options or warrants for a period expiring within 45 of not more than 60 calendar days after the record date mentioned below) of such issuance to subscribe for or purchase shares of Common Stock Stock, at a price per share of Common Stock less than the Current Market Price per share average of the Last Reported Sale Prices of the Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants10 consecutive Trading Day period ending on, and including, the Conversion Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate in effect immediately prior thereto shall be adjusted so that based on the same shall equal following formula: where: ER0 = the Conversion Rate determined by multiplying the Conversion Exchange Rate in effect immediately prior to the date Open of issuance Business on the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect at the Open of Business on the Ex-Dividend Date for such rights or warrants by a fraction of which the numerator shall be issuance; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date; X = the date of issuance of such rights or warrants plus the total number of additional shares of Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, warrants; and of which the denominator shall be Y= the number of shares of Common Stock outstanding on equal to (i) the aggregate price payable to exercise such rights, options or warrants divided by (ii) the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights rights, options or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such Any adjustment made under this Section 12.05(b) shall be made successively whenever any such rights rights, options or warrants are issued, issued and shall become effective immediately after at the opening Open of business Business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsissuance. To the extent that shares of Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Exchange Rate shall be readjusted readjusted, as of the date of such expiration, to the Conversion Exchange Rate which that would then be in effect had the adjustments adjustment made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If the Ex-Dividend Date for an issuance of rights, options or warrants of the type described in this Section 12.05(b) (and an adjustment to the Exchange Rate pursuant thereto) occurs but no such rights rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised prior to their expiration, the Conversion Exchange Rate shall again be adjusted readjusted, effective as of the date the Board of Directors of the Parent determines not to be issue such rights, options or warrants (or, where no such rights, options or warrants are exercised prior to their expiration, effective as of the Conversion scheduled issuance date), to the Exchange Rate which that would then be in effect if such record date for had the determination relevant adjustment pursuant to this Section 12.05(b) not occurred. For purposes of stockholders entitled to receive such rights or warrants had not been fixed. In this Section 12.05(b), in determining whether any rights rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at a price per share of Common Stock less than such Current Market Price the average of the Last Reported Sale Prices of the Common Stock for each Trading Day in the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such Common Stockissuance, and in determining the aggregate offering price of payable to exercise such shares of Common Stockrights, options or warrants, there shall be taken into account any consideration received by that the Company Parent receives for such rights rights, options or warrantswarrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, being equal to be the fair market value (as determined by the Board of DirectorsDirectors of the Parent) of such consideration as of the Open of Business on the Ex-Dividend Date.

Adjustment for Rights Issue. In case If the Company shall issue issues any rights or warrants to all holders of its Common shares of Company Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Company Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Company Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Company Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Company Stock which the aggregate offering price of the total number of shares of Company Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Company Stock outstanding on such record date plus the date number of issuance additional shares of Company Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Company Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 10.08, the number of shares of Common Company Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Company Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Company Stock, if all of such Current Market PriceConvertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Company Stock, the maximum number of shares of Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. Such The adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such the rights or warrants. To If all of the extent that shares of Common Company Stock are (or all of the Convertible Securities) subject to such rights or warrants have not delivered after been issued when such rights or warrants expire (or, in the case of rights or warrants to purchase Convertible Securities which have been exercised, all of the shares of Company Stock issuable upon conversion of such Convertible Securities have not been issued prior to the expiration of such rights the conversion right thereof), then the conversion price or warrants, the Conversion Rate conversion rate shall promptly be readjusted to the Conversion Rate conversion price or conversion rate which would then be in effect had the adjustments made adjustment upon the issuance of such rights or warrants been made on the basis of delivery of only the actual number of shares of Common Company Stock actually delivered. If (or Convertible Securities) issued upon the exercise of such rights or warrants are not so issued(or the conversion of such Convertible Securities). No adjustment shall be made under this Section 10.08 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the Conversion Rate shall again be adjusted to be conversion price or conversion rate, as the Conversion Rate which would then be case may be, in effect if prior to such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directorsadjustment.

Adjustment for Rights Issue. In case If the Ex-Dividend Date occurs for any issuance by the Company shall issue rights to all or warrants to substantially all holders of its the Common Stock of any rights, options or warrants entitling them (the holders of such rights, options or warrants for a period expiring within 45 of not more than 60 calendar days after the record announcement date mentioned below) of such issuance to subscribe for or purchase shares of the Common Stock Stock, at a price per share less than the Current Market Price per share average of the Last Reported Sale Prices of the Common Stock at the record date for the determination ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of stockholders entitled to receive announcement of such rights or warrantsissuance, the Conversion Rate in effect immediately prior thereto shall be adjusted so that based on the same shall equal the Conversion Rate determined by multiplying following formula: where: the Conversion Rate in effect immediately prior to the date Open of issuance Business on the Ex-Dividend Date for such issuance; the Conversion Rate in effect immediately after the Open of Business on such rights or warrants by a fraction of which the numerator shall be Ex-Dividend Date; the number of shares of the Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date; the date of issuance of such rights or warrants plus the total number of additional shares of the Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, and of which the denominator shall be warrants; the number of shares of the Common Stock outstanding on equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights rights, options or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such Any adjustment made under this Section 10.05(b) shall be made successively whenever any such rights rights, options or warrants are issued, issued and shall become effective immediately after the opening Open of business Business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsissuance. To the extent that shares of Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Rate shall be readjusted readjusted, as of the date of such expiration, to the Conversion Rate which that would then be in effect had the adjustments adjustment made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights rights, options or warrants are not so issued, the Conversion Rate shall again immediately be adjusted readjusted, as of the scheduled issuance date, to be equal the Conversion Rate which that would then be in effect if such record date for had the determination relevant adjustment pursuant to this Section 10.05(b) not occurred. For purposes of stockholders entitled to receive such rights or warrants had not been fixed. In this Section 10.05(b) and Section 10.01(b)(iii)(A), in determining whether any rights issued rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of the Common Stock at a price per share less than such Current Market Price the average of the Last Reported Sale Prices of the Common Stock for each Trading Day in the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such Common Stockissuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by that the Company receives for such rights rights, options or warrantswarrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If an Ex-Dividend Date occurs for any issuance by the Company shall issue rights to all or warrants to substantially all holders of its the Common Stock of any rights, options or warrants entitling them (the holders of such rights, options or warrants, for a period expiring within 45 of not more than 60 calendar days after the record announcement date mentioned below) of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share less than the Current Market Price per share average of the Closing Sale Prices of the Common Stock at the record date for the determination ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of stockholders entitled to receive announcement of such rights or warrantsissuance, then the Conversion Rate in effect immediately prior thereto shall be adjusted so that increased based on the same shall equal the Conversion Rate determined by multiplying following formula: CR1 = CR0 x OS0 + X OS0 + Y where: CR0 = the Conversion Rate in effect immediately prior to the date Open of issuance Business on the Ex-Dividend Date for such issuance; CR1 = the Conversion Rate in effect immediately after the Open of Business on such rights or warrants by a fraction of which the numerator shall be Ex-Dividend Date; OS0 = the number of shares of the Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date; X = the date of issuance of such rights or warrants plus the total number of additional shares of the Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, warrants; and of which the denominator shall be Y = the number of shares of the Common Stock outstanding on equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights rights, options or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such adjustment Any increase made under this Section 11.05(b) shall be made successively whenever any such rights rights, options or warrants are issued, issued and shall become effective immediately after the opening Open of business Business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsissuance. To the extent that shares of Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Rate shall be readjusted decreased to the Conversion Rate which that would then be in effect had the adjustments increase made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If the Ex-Dividend Date for any such rights issuance occurs but such rights, options or warrants are not so issued, the Conversion Rate shall again immediately be adjusted decreased to be equal the Conversion Rate which that would then be in effect if such record date for had the determination relevant increase pursuant to this Section 11.05(b) not occurred. For purposes of stockholders entitled to receive such rights or warrants had not been fixed. In this Section 11.05(b) and Section 11.01(b)(iii)(A), in determining whether any rights rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of the Common Stock at a price per share less than such Current Market Price the average of the Closing Sale Prices of the Common Stock for each Trading Day in the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such Common Stockissuance, and in determining the aggregate offering price of payable to exercise such shares of Common Stockrights, options or warrants, there shall be taken into account any consideration received by that the Company receives for such rights rights, options or warrantswarrants and any amount payable upon exercise or conversion thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If after the Issue Date of the Securities, the Company shall issue rights distributes any rights, options or warrants to all or substantially all holders of its Common Stock entitling them such holders to purchase (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase 60 days), shares of Common Stock at a price per share less than the Current Market Price per share average of the Closing Sale Prices of the Common Stock at the record date for the determination 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of stockholders entitled announcement of such distribution, the Conversion Rate shall be adjusted in accordance with the following formula; provided, however, that the Conversion Rate will be readjusted to receive the extent that such rights rights, options or warrants, warrants are not exercised prior to their expiration or are not distributed: where: R1 = the Conversion Rate in effect immediately prior thereto shall be adjusted so that after the same shall equal open of business on the Conversion Rate determined by multiplying Ex-Dividend Date for such distribution; R = the Conversion Rate in effect immediately prior to the date open of issuance of business on the Ex-Dividend Date for such rights or warrants by a fraction of which the numerator shall be distribution; O = the number of shares of Common Stock outstanding at the close of business on the date of issuance of Trading Day immediately preceding the Ex-Dividend Date for such rights or warrants plus distribution; N = the number of additional shares of Common Stock offered issuable pursuant to holders such rights, options or warrants; P = the per-share offering price payable to exercise such rights, options or warrants for the additional shares plus the per-share consideration (if any) the Company receives for such rights, options or warrants; and M = the average of the Closing Sale Prices of the Common Stock for subscription or purchasethe 10 consecutive Trading Day period ending on, and of which including, the denominator shall be the number of shares of Common Stock outstanding on Trading Day immediately preceding the date of issuance announcement of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricedistribution. Such adjustment shall be successively made successively whenever any such rights rights, options or warrants are issued, distributed and shall become effective immediately after the opening open of business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsdistribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights rights, options or warrants are not so issued, the Conversion Rate shall again be adjusted promptly to be the Conversion Rate which that would then be in effect if such record date Ex-Dividend Date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixed. In For purposes of this Section 9.07, in determining whether any rights rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stock, and in determining the aggregate offering price of such shares Closing Sale Prices of Common StockStock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration received by the Company for such rights rights, options or warrantswarrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.. No adjustment shall be made under this Section 9.07 if the application of the formula stated above in this Section 9.07 would result in a value of R1 that is equal to or less than the value of R.

Adjustment for Rights Issue. In case If, after the Issue Date of the Notes, the Company shall issue rights pays a dividend or makes a distribution of any rights, options or warrants to all or substantially all holders of its the Common Stock entitling them to purchase (for a period expiring within 45 60 days after the record date mentioned belowof issuance) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (or securities convertible into Common Stock having a conversion price per share of Common Stock at less) than the record date average of the Closing Sale Prices of the Common Stock for the determination of stockholders entitled to receive five (5) consecutive Trading Day period ending on, and including the Trading Day immediately preceding the Ex-Dividend Date for such rights dividend or warrantsdistribution, the Conversion Rate shall be increased in accordance with the following formula: where: R’ = the Conversion Rate in effect immediately prior thereto shall be adjusted so that after the same shall equal Open of Business on the Conversion Rate determined by multiplying Ex-Dividend Date for such dividend or distribution; R = the Conversion Rate in effect immediately prior to the date Open of issuance of Business on the Ex-Dividend Date for such rights dividend or warrants by a fraction of which the numerator shall be distribution; O = the number of shares of Common Stock outstanding at the Close of Business on the date of issuance of Trading Day immediately preceding the Ex-Dividend Date for such rights dividend or warrants plus distribution; N = the number of additional shares of Common Stock offered issuable pursuant to holders such rights, options or warrants; P = the per-share offering price payable to exercise such rights, options or warrants for the additional shares; and M = the average of the Closing Sale Prices of the Common Stock for subscription or purchasethe five (5) consecutive Trading Day period ending on, and of which including, the denominator shall be Trading Day immediately preceding the number of shares of Common Stock outstanding on Ex-Dividend Date with respect to the date of issuance of such rights dividend or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricedistribution. Such adjustment shall be successively made successively whenever any such rights rights, options or warrants are issued, distributed and shall become effective immediately after the opening Open of business Business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights dividend or warrantsdistribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights rights, options or warrants are not so issued, the Conversion Rate shall again be adjusted promptly to be the Conversion Rate which that would then be in effect if such record date Ex-Dividend Date for the determination of stockholders entitled to receive such rights dividend or warrants distribution had not been fixed. In For purposes of this Section 4.07, in determining whether any rights rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stock, and in determining the aggregate offering price of such shares Closing Sale Prices of Common StockStock for each Trading Day in the applicable five (5) consecutive Trading Day period, there shall be taken into account any consideration received by the Company for such rights rights, options or warrantswarrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case the Company shall issue rights rights, options or warrants or other securities convertible or exchangeable for Common Stock or for any other such right, option or warrant (collectively, "Rights") to all holders of its outstanding Common Stock entitling them (for to subscribe for, purchase or obtain upon conversion or exchange shares of Common Stock at a period expiring within 45 days after Price Per Share which is lower at the record date mentioned belowbelow than either (x) to subscribe for or purchase Common Stock at a price per share less than the Current then current Fair Market Price Value per share of Common Stock at or (y) the record date for the determination of stockholders entitled to receive such rights Exercise Price, or warrantsboth, the Conversion Rate in effect immediately prior thereto number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date number of issuance Warrant Shares theretofore purchasable upon exercise of such rights or warrants each Warrant by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants Rights plus the number additional Number of additional shares Shares of Common Stock offered to holders of Common Stock for subscription subscription, purchase or purchase, issuance upon conversion or exchange in connection with such Rights and the denominator of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants Rights plus the number of shares which the aggregate Gross Proceeds received or receivable by the Company upon exercise of such Rights would purchase at the greater of (x) the Fair Market Value per share of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market record date or (y) the Exercise Price. Such adjustment shall be made successively whenever any such rights or warrants Rights are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive Rights. As used herein, "Price Per Share" shall be defined and determined in accordance with the following formula: P = R/N where P = Price Per Share; R = the "Gross Proceeds" received or receivable by the Company in respect of Rights which shall be the total amount received or receivable by the Company in consideration for the issuance and sale of such rights Rights plus the aggregate amount of additional consideration payable to the Company upon exercise thereof; provided that the proceeds received or warrants had not been fixed. In determining whether receivable by the Company shall be the cash proceeds before deducting therefrom any rights cash compensation paid or warrants entitle discount allowed in the holders to subscribe for sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services; and N = the "Number of Shares," which in the case of Rights is the maximum number of shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directorsinitially issuable upon exercise thereof.

Adjustment for Rights Issue. In case If the Company shall issue rights distributes any rights, options or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days at any time after the record date mentioned below) below to subscribe for or purchase shares of Common Stock at a price per share less than the Current Fair Market Value (as defined in Section 7(c)) per share on such record date relating to such distribution, the Exercise Price in effect immediately prior to such action shall be adjusted in accordance with the formula: O +N x P ----- E* = E x M -------- O + N where: E* = the adjusted Exercise Price. E = the current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable upon exercise of the rights, options or warrants offered. P = the exercise price per share of the additional shares issuable upon exercise of the rights, options or warrants. M = the Fair Market Value per share of Common Stock at on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Conversion Rate in effect immediately prior thereto Exercise Price shall be adjusted so that immediately readjusted to what it would have been if "N" in the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be above formula had been the number of shares actually issued. Notwithstanding the foregoing, if the Company distributes or issues rights to all holders of its Common Stock outstanding on pursuant to a shareholder rights plan, then no adjustment shall be made pursuant to this Section 7(b) upon such distribution or issuance if, upon exercise of the date of issuance of such rights or warrants plus Warrant, the Holder receives the same type and number of additional unexpired rights it would have received (as adjusted for any event described in Sections 7(a) or (f)) had it exercised the Warrant, and been a holder of the shares of Common Stock offered issuable upon exercise thereof, prior to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights distribution or warrantsissuance. To the extent that shares "Fair Market Value" per share of Common Stock are not delivered after or any other security (herein collectively referred to as a "Security") or for any other asset at any date shall be: (1) if the expiration Security is registered under the Securities Exchange Act of such rights or warrants1934, as amended (the "Exchange Act"), the Conversion Rate average of the daily Market Prices for each business day during the period commencing 30 business days before such date and ending on the date one day prior to such date or, if the Security has been registered under the Exchange Act for less than 30 consecutive business days before such date, then the average of the daily Market Prices for all of the business days before such date for which daily Market Prices are available. If the Market Price is not determinable for at least 15 business days in such period, the Fair Market Value of the Security shall be readjusted to determined as if the Conversion Rate which would then be Security was not registered under the Exchange Act; or (2) if the asset or Security is not registered under the Exchange Act, (i) the value of the asset or Security determined in effect had good faith by the adjustments made upon Board of Directors of the issuance of such rights or warrants been made Company and certified in a board resolution, based on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by most recently completed arm's length transaction between the Company for and a person other than an affiliate of the Company in which such rights determination is necessary and the closing of which occurs on such date or warrantsshall have occurred within the six months preceding such date, or (ii) if no such transaction shall have occurred on such date or within such six-month period, the value of such consideration, if other than Cash, the asset or Security determined pursuant to be determined by the Board of Directorsprocedures set forth in Section 7(h).

Adjustment for Rights Issue. In case If, after the date of this Stock Purchase Contract Agreement, the Company shall issue rights distributes any rights, options or warrants (other than pursuant to any dividend reinvestment, share purchase or similar plans) to all holders of its Common Stock Stock, entitling them (to purchase or subscribe for, for a period expiring within 45 sixty (60) days after from the record date mentioned below) to subscribe for of issuance of such rights, options or purchase warrants, shares of Common Stock at a price per share less than the Current Market Price average of the VWAPs per share of Common Stock at on each Trading Day during the record date for the determination of stockholders entitled to receive such rights or warrantsten (10) consecutive Trading Days ending on, and including, the Conversion Trading Day immediately preceding the date the Company initially publicly announces such distribution, then each Fixed Settlement Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion each Fixed Settlement Rate in effect immediately prior to the date of issuance of such rights or warrants adjustment by a fraction fraction: (1) the numerator of which is the numerator shall be sum of (1) the number of shares of Common Stock outstanding on the record date of issuance of for such rights or warrants plus distribution and (2) the total number of additional shares of Common Stock offered to holders of Common Stock for subscription (the “Underlying Shares”) underlying such rights, options or purchase, and warrants; and (2) the denominator of which is the denominator shall be sum of (1) the number of shares of Common Stock outstanding on such record date and (2) a fraction (x) the date numerator of issuance of which is the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights rights, options or warrants plus and (y) the number denominator of shares which is the average of the VWAPs per share of Common Stock which on each Trading Day during the aggregate offering price of ten (10) consecutive Trading Days ending on, and including, the total number of shares so offered would purchase at Trading Day immediately preceding the date the Company initially publicly announces such Current Market Pricedistribution. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the such record date for the determination of the stockholders entitled to receive such rights or warrantsdate. To the extent that such rights, options or warrants are not exercised prior to their expiration (and, as a result, no additional shares of Common Stock are not delivered after the expiration of or issued pursuant to such rights or warrants), the Conversion Rate Fixed Settlement Rates shall be readjusted to the Conversion Rate which Fixed Settlement Rates that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of delivery or issuance of only the number of shares of Common Stock actually delivereddelivered or issued. If such rights or warrants are not so issued, For the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be purposes of this Section 5.4(a)(ii) in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights rights, options or warrants entitle the holders thereof to purchase or subscribe for or purchase shares of Common Stock at a price per share less than such Current Market Price average VWAP per share of such Common Stock, and in determining the aggregate offering exercise, conversion, exchange or other price of at which the Underlying Shares may be subscribed for or purchased pursuant to such shares of Common Stockrights, options or warrants, there shall be taken into account any consideration received by the Company for such rights rights, options or warrantswarrants and any amount payable upon exercise, conversion or exchange thereof, with the value of such consideration, if other than Cashcash, to be determined in good faith by the Board of Directors.

Adjustment for Rights Issue. In case If the Company shall issue rights issues to all or substantially all of the holders of the Common Stock any rights, options or warrants (other than pursuant to all any rights plan in effect from time to time) entitling such holders of its Common Stock entitling them (for a period expiring within 45 of not more than 60 calendar days after the record announcement date mentioned below) of such issuance to subscribe for or purchase shares of the Common Stock Stock, at a price per share less than the Current Market Price per share average of the Last Reported Sale Prices of the Common Stock at the record date for the determination ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of stockholders entitled to receive announcement of such rights or warrantsissuance, the Conversion Rate in effect immediately prior thereto shall will be adjusted so that based on the same shall equal the Conversion Rate determined by multiplying following formula: CR1= CR0 OS0 + X x OS0 + Y where: CR0 = the Conversion Rate in effect immediately prior to the date Open of issuance Business on the Ex-Dividend Date for such issuance; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such rights or warrants by a fraction of which the numerator shall be issuance; OS0 = the number of shares of the Common Stock outstanding immediately prior to the Open of Business on the date of issuance of Ex-Dividend Date for such rights or warrants plus issuance; X = the total number of additional shares of the Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, and of which the denominator shall be warrants; Y = the number of shares of the Common Stock outstanding on equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights rights, options or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such Any adjustment shall made under this Section 10.05(b) will be made successively whenever any such rights rights, options or warrants are issued, issued and shall become effective immediately after the opening Open of business Business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsissuance. To the extent that shares of Common Stock are not delivered after the expiration of such rights rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which that would then be in effect had the adjustments adjustment made upon the issuance of such rights rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights rights, options or warrants are not so issued, the Conversion Rate shall again immediately be adjusted readjusted to be equal the Conversion Rate which that would then be in effect if such record date for had the determination relevant adjustment pursuant to this Section 10.05(b) not occurred. For purposes of stockholders entitled to receive such rights or warrants had not been fixed. In this Section 10.05(b), in determining whether any rights issued rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of the Common Stock at a price less than such Current Market Price the average of the Last Reported Sale Prices of the Common Stock for each Trading Day in the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date of such Common Stockissuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by that the Company receives for such rights rights, options or warrantswarrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price per share of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such the Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If the Company shall issue issues any rights or warrants to all holders of shares of its Common Company Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Company Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Company Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Company Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Company Stock which the aggregate offering price of the total number of shares of Company Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Company Stock outstanding on such record date plus the date number of issuance additional shares of Company Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Company Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 11.08, the number of shares of Common Company Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Company Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Company Stock, if all of such Current Market Price. Such adjustment shall Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business of such record date and (ii) if the Series B Stock is convertible into Company Stock, the maximum number of shares of Company Stock the issuance of which would be made successively whenever any necessary to effect the full conversion of all shares of Series B Stock outstanding on such rights or warrants are issuedrecord date, and shall become effective if all of such shares of Series B Stock were deemed to have been converted immediately after prior to the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixeddate. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.39

Adjustment for Rights Issue. In case If the Company shall issue rights distributes any rights, options or warrants (whether or not immediately exercisable) to all holders of its Company Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Company Common Stock at a price per share less than the Current Market Value per share within 60 days after the record date relating to such distribution, the Exercise Price shall be adjusted in accordance with the formula: where: E’ = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Company Common Stock outstanding on the record date for any such distribution. N = the number of additional shares of Company Common Stock issuable upon exercise of such rights, options or warrants. P = the exercise price per share of such rights, options or warrants. M = the Current Market Value per share of Company Common Stock at on the record date for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Conversion Rate in effect immediately prior thereto Exercise Price shall be adjusted so that immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued. No adjustment shall be required under this subsection (b) if at the time of such distribution the Company makes the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior distribution to the date Holders of issuance Warrants as it makes to holders of such rights or warrants by a fraction shares of which the numerator shall be Company Common Stock pro rata based on the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Company Common Stock for subscription which such Warrants are exercisable (whether or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricenot currently exercisable). Such No adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled pursuant to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate this subsection (b) which shall be readjusted to have the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only decreasing the number of shares Warrant Shares purchasable upon exercise of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directorseach Warrant.

Adjustment for Rights Issue. In case If the Company shall issue rights distributes any rights, options or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days at any time after the record date mentioned below) below to subscribe for or purchase shares of Common Stock at a price per share less than the Current Fair Market Value (as defined in Section 7(c)) per share on such record date relating to such distribution, the Exercise Price in effect immediately prior to such action (and each Exercise Price provided in Section 3 hereof) shall be adjusted in accordance with the formula: O +N x P ----- E* = E x M -------- O + N where: E*= the adjusted Exercise Price. E = the current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable upon exercise of the rights, options or warrants offered. P = the exercise price per share of the additional shares issuable upon exercise of the rights, options or warrants. M = the Fair Market Value per share of Common Stock at on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Conversion Rate in effect immediately prior thereto Exercise Price shall be adjusted so that immediately readjusted to what it would have been if "N" in the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be above formula had been the number of shares actually issued. Notwithstanding the foregoing, if the Company distributes or issues rights to all holders of its Common Stock outstanding on pursuant to a shareholder rights plan, then no adjustment shall be made pursuant to this Section 7(b) upon such distribution or issuance if, upon exercise of the date of issuance of such rights or warrants plus Warrant, the Holder receives the same type and number of additional unexpired rights it would have received (as adjusted for any event described in Sections 7(a) or (f)) had it exercised the Warrant, and been a holder of the shares of Common Stock offered issuable upon exercise thereof, prior to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights distribution or warrantsissuance. To the extent that shares "Fair Market Value" per share of Common Stock are not delivered after or any other security (herein collectively referred to as a "Security") or for any other asset at any date shall be: (1) if the expiration Security is registered under the Securities Exchange Act of such rights or warrants1934, as amended (the "Exchange Act"), the Conversion Rate average of the daily Market Prices for each business day during the period commencing 30 business days before such date and ending on the date one day prior to such date or, if the Security has been registered under the Exchange Act for less than 30 consecutive business days before such date, then the average of the daily Market Prices for all of the business days before such date for which daily Market Prices are available. If the Market Price is not determinable for at least 15 business days in such period, the Fair Market Value of the Security shall be readjusted to determined as if the Conversion Rate which would then be Security was not registered under the Exchange Act; or (2) if the asset or Security is not registered under the Exchange Act, (i) the value of the asset or Security determined in effect had good faith by the adjustments made upon Board of Directors of the issuance of such rights or warrants been made Company and certified in a board resolution, based on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by most recently completed arm's length transaction between the Company for and a person other than an affiliate of the Company in which such rights determination is necessary and the closing of which occurs on such date or warrantsshall have occurred within the six months preceding such date, or (ii) if no such transaction shall have occurred on such date or within such six-month period, the value of such consideration, if other than Cash, the asset or Security determined pursuant to be determined by the Board of Directorsprocedures set forth in Section 7(h).

Adjustment for Rights Issue. In case the Company shall issue shall, at any time or from time to time while any of the Securities are outstanding, distribute rights or warrants to all holders of its shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of the declaration of such distribution (treating the conversion price per share of such securities convertible into Common Stock at as equal to (x) the record date sum of (i) the price for a unit of the determination security convertible into Common Stock and (ii) any additional consideration initially payable upon the conversion of stockholders entitled to receive such rights or warrantssecurity into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible security), then the Conversion Rate in effect immediately prior thereto Price shall be adjusted so that the same shall equal the Conversion Rate price determined by multiplying the Conversion Rate Price in effect immediately prior to at the opening of business on the day after the record date of issuance of for such rights or warrants distribution by a fraction fraction: (1) the numerator of which the numerator shall be the number of shares of Common Stock outstanding on the date close of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding business on the record date of issuance of for such rights or warrants distribution, plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such the Current Market PricePrice of the Common Stock as of the Business Day immediately preceding the date of the declaration of such distribution; and (2) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date for such distribution, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock (or securities convertible into shares of Common Stock) are not delivered after pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate Price shall be readjusted to the Conversion Rate Price which would then be in effect had the adjustments made upon the issuance distribution of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into shares of Common Stock) actually delivered. If In the event that such rights or warrants are not so issued, the Conversion Rate Price shall again be adjusted to be the Conversion Rate Price which would then be in effect if such record the date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common StockPrice, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, consideration if other than Cashcash, to be determined by the Board of Directors. No adjustment shall be made under this Section 10.3(c) if (i) the application of the formula stated above in this Section 10.3(c) would result in the Conversion Price effective subsequent to such adjustment to be equal to or more than the Conversion Price in effect immediately prior to such adjustment or (ii) such distribution of rights or warrants as described in the first paragraph of this Section 10.3(c) is made pursuant to the implementation of a Rights Plan and the provisions set forth in the last paragraph of Section 10.3(d)(i) below are complied with.

Adjustment for Rights Issue. In case If the Company shall issue Parent issues any rights or warrants to all holders of shares of its Common Parent Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Parent Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Parent Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Parent Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Parent Stock which the aggregate offering price of the total number of shares of Parent Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Parent Stock outstanding on such record date plus the date number of issuance additional shares of Parent Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 11.08, the number of shares of Common Parent Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Parent Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Parent Stock, if all of such Current Market Price. Such adjustment shall Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business of such record date and (ii) if the Series B TCI Group Common Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be made successively whenever any necessary to effect the full conversion of all shares of Series B TCI Group Common Stock outstanding on such rights or warrants are issuedrecord date, and shall become effective if all of such shares of Series B TCI Group Common Stock were deemed to have been converted immediately after prior to the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixeddate. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.39

Adjustment for Rights Issue. In case If, after the date hereof, the Company shall issue distributes any rights or warrants Options to all or substantially all holders of its Common Stock entitling them such holders to purchase (for a period expiring within 45 days after the record date mentioned belowsixty (60) to subscribe for or purchase days) shares of Common Stock at a price per share less than the Current Market Price per share average of the Closing Sale Prices of the Common Stock at the record date for the determination ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of stockholders entitled announcement of such distribution, the Conversion Price shall be adjusted in accordance with the following formula; provided, however, that the Conversion Price will be readjusted to receive the extent that such rights or warrants, Options are not exercised prior to their expiration or are not distributed: R1 = R × O+((N×P)/M) where: R1 = the Conversion Rate Price in effect immediately prior thereto shall be adjusted so that after the same shall equal open of business on the Ex-Dividend Date for such distribution; R = the Conversion Rate determined by multiplying the Conversion Rate Price in effect immediately prior to the date open of issuance of business on the Ex-Dividend Date for such rights or warrants by a fraction of which the numerator shall be distribution; O = the number of shares of Common Stock outstanding at the close of business on the date of issuance of Trading Day immediately preceding the Ex-Dividend Date for such rights or warrants plus distribution; N = the number of additional shares of Common Stock offered issuable pursuant to holders such rights or Options; P = the per-share offering price payable to exercise such rights or Options for the additional shares plus the per-share consideration (if any) the Company receives for such rights or Options; and M = the average of the Closing Sale Prices of the Common Stock for subscription or purchasethe ten (10) consecutive Trading Day period ending on, and of which including, the denominator shall be the number of shares of Common Stock outstanding on Trading Day immediately preceding the date of issuance announcement of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricedistribution. Such adjustment shall be successively made successively whenever any such rights or warrants Options are issued, distributed and shall become effective immediately after the opening open of business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsdistribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights or warrantsOptions, the Conversion Rate Price shall be readjusted to the Conversion Rate which Price that would then be in effect had the adjustments made upon the issuance of such rights or warrants Options been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants Options are not so issued, the Conversion Rate Price shall again be adjusted promptly to be the Conversion Rate which Price that would then be in effect if such record date Ex-Dividend Date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixed. In For purposes of this Section 13.6, in determining whether any rights or warrants Options entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stock, and in determining the aggregate offering price of such shares Closing Sale Prices of Common StockStock for each Trading Day in the applicable ten (10) consecutive Trading Day period, there shall be taken into account any consideration received by the Company for such rights or warrantsOptions and any amount payable on exercise thereof, with the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.. No adjustment shall be made under this Section 13.6 if the application of the formula stated above in this Section 13.6 would result in a value of R1 that is equal to or greater than the value of R.

Adjustment for Rights Issue. In case If the Company shall issue rights distributes any rights, options or warrants (whether or not immediately exercisable) to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Value per share within 60 days after the record date relating to such distribution, the Applicable Exercise Price shall be adjusted in accordance with the formula: O + N x P ------ E' = E x M --------- O + N where: E' = the adjusted Applicable Exercise Price. E = the then current Applicable Exercise Price. O = the number of shares of Common Stock outstanding on the record date for any such distribution. N = the number of additional shares of Common Stock issuable upon exercise of such rights, options or warrants. P = the exercise price per share of such rights, options or warrants. M = the Current Market Value per share of Common Stock at on the record date for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Conversion Rate in effect immediately prior thereto Applicable Exercise Price shall be adjusted so that immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. No adjustment shall be required under this subsection (b) if at the time of such distribution the Company makes the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior distribution to the date holders of issuance Warrants as it makes to holders of such rights or warrants by a fraction shares of which the numerator shall be Common Stock pro rata based on the number of shares of Common Stock outstanding on the date of issuance of for which such rights Warrants are exercisable (whether or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricenot currently exercisable). Such No adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled pursuant to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate this subsection (b) which shall be readjusted to have the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only decreasing the number of shares Applicable Warrant Shares purchasable upon exercise of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directorsa Numbered Warrant.

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price per share of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate Price in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate Price determined by multiplying the Conversion Rate Price in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares which the aggregate offering price of Common Stock the total number of shares so offered to holders of Common Stock for subscription or purchasewould purchase at such Current Market Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricefor subscription or purchase. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate Price shall be readjusted to the Conversion Rate Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate Price shall again be adjusted to be the Conversion Rate Price which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common StockPrice, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cashcash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If the Company shall issue rights issues any rights, options or warrants entitling any Person to all holders of its subscribe for Common Stock entitling them or securities convertible into, or exchangeable or exercisable for, Common Stock at an offering price which is less than the Current Market Price (for a period expiring within 45 days after as defined in Section 11(f)) per share of Common Stock on the record date mentioned below) to subscribe for or purchase such issuance (all of the foregoing, "Rights"), the Exercise Price shall be adjusted in accordance with the formula: S+NxP --- M E' = E x --------- S+N where: E' = the adjusted Exercise Price. E = the current Exercise Price. S = the number of shares of Common Stock at a outstanding on the record date. N = the number of additional shares of Common Stock offered. P = the offering price per share less than of the additional shares. M = the Current Market Price per share of Common Stock at on the record date. For purposes of this subsection (b), the "offering price" shall include the amount initially paid for such Rights plus the amount to be paid upon exercise or conversion of such Rights. The adjustment shall be made successively whenever any such Rights are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the Rights in the case of Rights to be issued to the holders of Common Stock. If at the end of the period during which such rights or warrantsRights are exercisable, not all Rights shall have been exercised, the Conversion Rate in effect immediately prior thereto Exercise Price shall be adjusted so that immediately readjusted to what it would have been if "N" in the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be above formula had been the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered actually issued. This subsection (b) does not apply to: (1) Rights issued to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate Persons in a bona fide public offering price pursuant to a firm commitment underwriting or (2) Rights issued to Persons who are not affiliates of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination Company in a bona fide private placement through a placement agent that is a member firm of the stockholders entitled National Association of Securities Dealers, Inc. (the "NASD") (except to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after any discount from the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price attributable to restrictions on transferability of such Common Stockthe Rights, and as determined in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined good faith by the Board of DirectorsDirectors pursuant to Section 11 (n) and described in a Board resolution which shall be filed with the Warrant Agreement, shall exceed 10%).

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Class A Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Class A Common Stock at a price per share less than the Current Market Price per share of Class A Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Class A Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Class A Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Class A Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Class A Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Class A Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders stock holders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Class A Common Stock at less than such Current Market Price of such Common StockPrice, and in determining the aggregate offering price of such shares of Class A Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of DirectorsDirectors of the Company.

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined herein) per share of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined increased by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common StockPrice, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cashcash, to be determined by the Board of DirectorsDirectors of the Company.

Adjustment for Rights Issue. In case If the Company shall issue rights issues any rights, options (other than options granted pursuant to a stock option plan for officers, directors and/or employees of the Company) or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) any person to subscribe for or purchase Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a an offering price (or with an initial conversion, exchange or exercise price plus such offering price) per share which is less than the Current Market Price per share of Common Stock at on the record date for such issuance (all of the determination of stockholders entitled to receive such rights or warrantsforegoing, "RIGHTS"), the Conversion Exercise Rate in effect immediately prior thereto shall be adjusted so that the same Exercise Rate shall equal the Conversion Rate be determined by multiplying the Conversion Rate in effect immediately prior to the date number of issuance Warrant Shares theretofore purchasable upon exercise of such rights or warrants each Warrant by a fraction fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchasepurchase in connection with such rights, options or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such the Current Market PricePrice per current share of Common Stock at such record date. Such The adjustment shall be made successively whenever any such rights or warrants Rights are issued, issued and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders shareholders entitled to receive such rights or warrantsthe Rights in the case of Rights to be issued to the holders of Common Stock. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Exercise Rate shall be readjusted to the Conversion Exercise Rate which would then otherwise be in effect had the adjustments adjustment made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If In the event that such rights or warrants are not so issued, the Conversion Exercise Rate shall again be adjusted to be the Conversion Exercise Rate which would then be in effect if such record date fixed for the determination of stockholders shareholders entitled to receive such rights or warrants had not been so fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case If the Company shall issue rights issues any rights, options or warrants to all holders of its Common Stock Warrants entitling them (for a period expiring within 45 days after the record date mentioned below) any person to subscribe for Common Stock or purchase securities convertible into, or exchangeable or exercisable for, Common Stock at a an offering price per share (or with an initial conversion, exchange or Conversion Price plus such offering price) which is less than the Current Market Price (as defined in Section 1.4(f)) per share of Common Stock at on the record date for such issuance (all of the determination of stockholders entitled to receive such rights or warrantsforegoing, "Rights"), the Conversion Rate in effect immediately prior thereto Price shall be adjusted so that in accordance with the same shall equal formula: 0 + NxP --- E' = E x M ----- 0 + N where: E' = the adjusted Conversion Rate determined by multiplying Price. E = the current Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be Price. O = the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus record date. N = the number of additional shares of Common Stock offered to holders offered. P = the offering price per share of the additional shares. M = the Current Market Price per share of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricerecord date. Such The adjustment shall be made successively whenever any such rights or warrants Rights are issued, issued and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders shareholders entitled to receive such rights or warrants. To the extent that shares Rights in the case of Rights to be issued to the holders of Common Stock Stock. If, at the end of the period during which such Rights are exercisable, not delivered after the expiration of such rights or warrantsall Rights have been converted, the Conversion Rate Price shall be immediately readjusted to what it would have been if "N" in the Conversion Rate which would then be in effect above formula had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually deliveredissued. If such rights or warrants are This subsection (b) does not so issued, apply to: 1. Rights issued to the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined Company's employees under bona fide employee benefit plans adopted by the Board of DirectorsDirectors and approved by the holders of Common Stock when required by law, if such Rights would otherwise be covered by this subsection (b) (but only to the extent that the aggregate number of Rights excluded hereby and issued after the date of this Agreement shall not exceed the right to subscribe for more than 5% of the Common Stock outstanding on the date of this Agreement), 2. Rights issued to persons in a bona fide public offering pursuant to a firm commitment underwriting or 3. Rights issued to persons who are not affiliates of the Company in a bona fide private placement through a placement agent that is a member firm of the NASD (except to the extent that any discount from the Current Market Price attributable to restrictions on transferability of the Rights, as determined in good faith by the Board of Directors pursuant to Section 1.4(n) and described in a Board resolution which shall be filed with the Convertible Amount Agreement, shall exceed 15%).

Adjustment for Rights Issue. In case If the Company shall issue rights shall, at any time or from time to time, while any shares of the Series C Preferred Stock are outstanding, distribute rights, options or warrants to all or substantially all holders of its Common Stock entitling them (them, for a period expiring within 45 60 days after the record date mentioned below) for such distribution, to subscribe for purchase shares of Common Stock, or purchase securities convertible into, or exchangeable or exercisable for, Common Stock Stock, in either case, at a price per share less than the Current Market Price per share average of Common Stock at the record date Closing Prices for the determination five consecutive Trading Days immediately preceding the first public announcement of stockholders entitled to receive such rights or warrantsthe distribution, then the Conversion Rate in effect immediately prior thereto Price shall be adjusted so that the same shall equal the Conversion Rate rate determined by multiplying the Conversion Rate Price in effect at the opening of business on the Ex-Dividend Date for such distribution by a fraction: (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding on the close of business on the Business Day immediately prior preceding the Ex-Dividend Date for such distribution, plus (2) the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock issuable pursuant to such rights, options or warrants would purchase at the Current Market Price of the Common Stock on the declaration date for such distribution (determined by multiplying such total number of issuance shares of Common Stock so offered by the exercise price of such rights rights, options or warrants and dividing the product so obtained by a fraction such Current Market Price); and (B) the denominator of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of issuance of Business Day immediately preceding the Ex-Dividend Date for such rights or warrants distribution, plus the total number of additional shares of Common Stock offered issuable pursuant to holders of Common Stock for subscription such rights, options or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Pricewarrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date Ex-Dividend Date for the determination of the stockholders entitled to receive such rights or warrantsdistribution. To the extent that shares of Common Stock are not delivered after pursuant to such rights, options or warrants or upon the expiration or termination of such rights rights, options or warrants, the Conversion Rate Price shall be readjusted to the Conversion Rate which Price that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If In the event that such rights rights, options or warrants are not so issueddistributed, the Conversion Rate Price shall again be adjusted to be the Conversion Rate Price which would then be in effect if the Ex-Dividend Date for such record date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixedoccurred. In determining whether any rights rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price the average of such Common Stockthe Closing Prices for the five consecutive Trading Days immediately preceding the first public announcement of the relevant distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights rights, options or warrants, warrants and the value of such consideration, consideration if other than Cashcash, to be determined in good faith by the Board of Directors. Except as set forth in this paragraph, in no event shall the Conversion Price be increased pursuant to this SECTION 5(f)(ii).

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined herein) per share of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined increased by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common StockPrice, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cashcash, to be determined by the Board of DirectorsDirectors of the Company; provided, however, that if rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Series 3 1/4% Notes into Common Stock in accordance with the provisions of this Third Supplemental Indenture, the conversion of the Series 3 1/4% Notes in accordance with the requirements of such automated quotation system or exchange at such time.

Adjustment for Rights Issue. In case If the Company shall issue issues any rights or warrants to all holders of its Common shares of Company Stock entitling them (for a period expiring within 45 days after the record date mentioned belowbelow to purchase shares of Company Stock (or Convertible Securities) to subscribe for or purchase Common Stock at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the exercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Company Stock issuable upon conversion of such Convertible Securities) less than the Current Average Market Price per share of Common Stock at on the record date for the determination of stockholders entitled to receive such rights or warrantsDetermination Date, the Conversion Rate in effect immediately prior thereto conversion price or rate shall be adjusted so that the same it shall equal the Conversion Rate price or rate determined by multiplying the Conversion Rate conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on that record date of issuance of such rights or warrants by a fraction fraction, of which the numerator shall be the number of shares of Common Company Stock outstanding on the such record date of issuance of such rights or warrants plus the number of additional shares of Common Company Stock which the aggregate offering price of the total number of shares of Company Stock so offered (or the aggregate conversion price of the Convertible Securities to holders be so offered, after adding thereto the aggregate exercise price of Common Stock for subscription the rights or purchase, warrants to purchase such Convertible Securities) would purchase at such Average Market Price and of which the denominator shall be the number of shares of Common Company Stock outstanding on such record date plus the date number of issuance additional shares of Company Stock offered for subscription or purchase (or into which the Convertible Securities so offered are convertible). Shares of Company Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such rights or warrants plus adjustment. For purposes of this Section 11.08, the number of shares of Common Company Stock which outstanding on any record date shall be deemed to include (i) the aggregate offering price of the total maximum number of shares so offered of Company Stock the issuance of which would purchase be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price per share of Company Stock, if all of such Current Market PriceConvertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Company Stock, the maximum number of shares of Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. Such The adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive the rights or warrants. If all of the shares of Company Stock (or all of the Convertible Securities) subject to such rights or warrants had have not been fixed. In determining whether any issued when such rights or warrants entitle expire (or, in the holders case of rights or warrants to subscribe for or purchase Convertible Securities which have been exercised, all of the shares of Common Company Stock at less than such Current Market Price issuable upon conversion of such Common StockConvertible Securities have not been issued prior to the expiration of the conversion right thereof), and then the conversion price or conversion rate shall promptly be readjusted to the conversion price or conversion rate which would then be in determining effect had the aggregate offering price adjustment upon the issuance of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.warrants 38

Adjustment for Rights Issue. In case the Company shall issue rights If Holdings issues any rights, options or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) any person to subscribe for Common Stock or purchase securities convertible into, or exchangeable or exercisable for, Common Stock at a an offering price per share (or with an initial conversion, exchange or exercise price plus such offering price) that is less than the Current Market Price per share of Common Stock at on the record date for such issuance (all of the foregoing, "RIGHTS"), the Exercise Rate shall be adjusted in accordance with the formula: E' = E x O + N ----------- N x P O + ----- M where: E' = the adjusted Exercise Rate. E = the current Exercise Rate. O = the number of shares of Common Stock outstanding on the record date (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). N = the number of additional shares of Common Stock issuable pursuant to the Rights offered. P = the offering price plus initial conversion, exchange or exercise price per share of the additional shares of Common Stock issuable pursuant to the Rights. M = the Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such Rights are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate Rights in effect immediately prior thereto shall the case of Rights to be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior issued to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrantsStock. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrantsRights, the Conversion Exercise Rate shall be readjusted to the Conversion Exercise Rate which would then otherwise be in effect had the adjustments adjustment made upon the issuance of such options, rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If In the event that such options, rights or warrants are not so issued, the Conversion Exercise Rate shall again be adjusted to be the Conversion Exercise Rate which would then be in effect if such record date fixed for the determination of stockholders entitled to receive such options, rights or warrants had not been so fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common Stock, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.

Adjustment for Rights Issue. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined herein) per share of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Conversion Rate determined increased by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered to holders of Common Stock for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price of such Common StockPrice, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than Cashcash, to be determined by the Board of DirectorsDirectors of the Company; provided, however, that if rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the 2 1/2% Notes into Common Stock in accordance with the provisions of this Indenture, the conversion of the 2 1/2% in accordance with the requirements of such automated quotation system or exchange at such time.

Adjustment for Rights Issue. In case If the Company shall issue rights distributes (and receives no consideration therefor) any rights, options or warrants (whether or not immediately exercisable) to all holders of any class of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price Specified Value per share on the record date relating to such distribution, the Warrant Number shall be adjusted in accordance with the following formula: W' = W {(O + N) [O + [(N P) M]]} where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record date for any such distribution. N = the number of additional shares of Common Stock issuable upon exercise of such rights, options or warrants. P = the exercise price per share of such rights, options or warrants. M = the Specified Value per share of Common Stock at on the record date for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Conversion Rate in effect immediately prior thereto adjusted Warrant Number shall be adjusted so that immediately readjusted to what it would have been if "N" in the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be above formula had been the number of shares of Common Stock outstanding on actually issued; provided, however, to the date of issuance of extent that any Warrants have been exercised prior to any such rights or warrants plus readjustment, the number of additional shares of Common Stock offered to holders of Common Stock for subscription Warrant Shares that have been delivered or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(b) shall require that an adjustment in the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall Warrant Number be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for a specified event, the determination of company may elect to defer until the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration exercise of such rights rights, options or warrants, the Conversion Rate shall be readjusted warrants issuing to the Conversion Rate which would then be in effect had Holder of any Warrant exercised after such record date the adjustments made number of Warrant Shares, if any, issuable upon such exercise over and above the issuance number of Warrant Shares, if any, issuable upon such rights or warrants been made exercise on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be Warrant Number in effect if prior to such record date for adjustment; provided, however, that the determination of stockholders entitled Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle additional Warrant Shares upon the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price exercise of such Common Stockrights, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights options or warrants, the value of such consideration, if other than Cash, to be determined by the Board of Directors.