Common use of Adjustment of Conversion Rate Clause in Contracts

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (A) If the Company exclusively issues Common Shares as a dividend or distribution on all or substantially all of its outstanding Common Shares, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company distributes to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Date for such distribution;

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject adjusted as described below, except that the Company will not make any adjustment to adjustment from the Conversion Rate if Holders participate (other than in the case of a share split or share combination), solely as a result of holding the Notes, and at the same time to time, without duplication, and upon the occurrence same terms as holders of Common Stock participate, in any of the following events:transactions described below without having to convert their Notes, as if such Holders had held a number of shares of Common Stock equal to the applicable Conversion Rate in effect immediately prior to the adjustment thereof in respect of such transaction, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders. (Aa) If the Company exclusively issues shares of Common Shares Stock as a dividend or distribution on all or substantially all shares of its outstanding the Common SharesStock, or if the Company effects a share split or share combinationcombination (in each case, excluding a distribution solely pursuant to a Common Stock Change Event, as to which Section 5.05 will apply), the Conversion Rate shall will be adjusted based on the following formula: where where, CR0 = the Conversion Rate in effect immediately prior to the close Close of business Business on the Record Date for such dividend or distribution, or immediately prior to the open Open of business Business on the effective date of such share split or share combination, as the case may be; CR' CR1 = the Conversion Rate in effect immediately after the close Close of business Business on the such Record Date for or immediately after the Open of Business on such dividend or distribution, or the open of business on the effective date of such share split or share combinationdate, as the case may be; OS0 = the number of shares of Common Shares Stock outstanding immediately prior to the close Close of business Business on the such Record Date for or immediately prior to the Open of Business on such dividend or distribution, or the open of business on the effective date of such share split or share combinationdate, as the case may be; and OS' OS1 = the number of the shares of Common Shares Stock that will be outstanding immediately after giving effect to such dividend or distribution, distribution or such share split or share combination, as the case may be. Any adjustment made to the Conversion Rate under this Section 10.05(A5.04(a) shall become effective immediately after the close Close of business Business on the Record Date for such dividend or distribution, distribution or immediately after the open Open of business Business on the effective date for of such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A5.04(a) is declared but is not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared declared. For the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than (i) as a result of a share combination or announced(ii) with respect to the Company’s right to readjust the Conversion Rate). (Bb) If the Company distributes to all or substantially all holders of the Common Shares Stock any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, them for a period expiring of not more than forty-five (45) 45 days immediately following after the announcement date of Record Date for such distribution, distribution to purchase or subscribe for or purchase shares of Common SharesStock, at a price per Common Share share less than the average of the Closing Last Reported Sale Prices of the Common Shares Stock over the ten (10) consecutive Trading Day period ending on on, and including, the Trading Day immediately preceding the Company’s date of announcement of such distributiondistribution (other than rights issued or otherwise distributed pursuant to a preferred stock rights plan, as to which Section 5.04(c) and Section 5.04(g) will apply), the Conversion Rate shall will be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close Close of business Business on the Record Date for such distribution; CR' CR1 = the Conversion Rate in effect immediately after the close Close of business Business on the such Record Date for such distributionDate; OS0 = the number of shares of Common Shares that are Stock outstanding immediately prior to the close Close of business Business on the such Record Date for such distributionDate;

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject adjusted as described below, except that the Company will not make any adjustment to adjustment from the Conversion Rate if Holders participate (other than in the case of a share split or share combination), solely as a result of holding the Notes, and at the same time to time, without duplication, and upon the occurrence same terms as holders of Common Stock participate, in any of the following events:transactions described below without having to convert their Notes, as if such Holders had held a number of shares of Common Stock equal to the applicable Conversion Rate in effect immediately prior to the adjustment thereof in respect of such transaction, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders. (Aa) If the Company exclusively issues shares of Common Shares Stock as a dividend or distribution on all or substantially all shares of its outstanding the Common SharesStock, or if the Company effects a share split or share combinationcombination (in each case, excluding a distribution solely pursuant to a Common Stock Change Event, as to which Section 5.5 will apply), the Conversion Rate shall will be adjusted based on the following formula: where where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR' CR1 = the Conversion Rate in effect immediately after the close of business on the such Record Date for such dividend or distribution, or immediately after the open of business on the such effective date of such share split or share combinationdate, as the case may be; OS0 = the number of shares of Common Shares Stock outstanding immediately prior to the close of business on the such Record Date for such dividend or distribution, or immediately prior to the open of business on the such effective date of such share split or share combinationdate, as the case may be; and OS' OS1 = the number of the shares of Common Shares Stock that will be outstanding immediately after giving effect to such dividend or distribution, distribution or such share split or share combination, as the case may be. Any adjustment made to the Conversion Rate under this Section 10.05(A5.4(a) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, distribution or immediately after the open of business on the effective date for of such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A5.4(a) is declared but is not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared declared. For the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than (i) as a result of a share combination or announced(ii) with respect to the Company’s right to readjust the Conversion Rate). (Bb) If the Company distributes to all or substantially all holders of the Common Shares Stock any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, them for a period expiring of not more than forty-five (45) 45 days immediately following after the announcement date of Record Date for such distribution, distribution to purchase or subscribe for or purchase shares of Common SharesStock, at a price per Common Share share less than the average of the Closing Last Reported Sale Prices of the Common Shares Stock over the ten (10) consecutive Trading Day period ending on on, and including, the Trading Day immediately preceding the Company’s date of announcement of such distributiondistribution (other than rights issued or otherwise distributed pursuant to a preferred stock rights plan, as to which clauses (c) and (f) of Section 5.4 will apply), the Conversion Rate shall will be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' CR1 = the Conversion Rate in effect immediately after the close of business on the such Record Date for such distributionDate; OS0 = the number of shares of Common Shares that are Stock outstanding immediately prior to the close of business on the such Record Date for such distributionDate;

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (Aa) If In case the Company exclusively issues shall (1) pay a dividend in Common Shares as to all holders of Common Shares, (2) make a dividend distribution in Common Shares to all holders of Common Shares, (3) subdivide the outstanding Common Shares into a greater number of Common Shares, (4) combine the outstanding Common Shares into a smaller number of Common Shares or distribution on all or substantially all (5) effect certain reclassifications of its the outstanding Common Shares, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based by multiplying the Conversion Rate in effect immediately prior to close of business on the record date or effective date, as applicable, of such dividend, distribution, subdivision, combination or reclassification by the number of Common Shares which a person who owns only one Common Share immediately before the record date or effective date, as applicable, of such dividend, distribution, subdivision, combination or reclassification and who is entitled to participate in such dividend, distribution, subdivision, combination or reclassification would own immediately after giving effect to such dividend, distribution, subdivision, combination or reclassification (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision, combination or reclassification not to issue fractional Common Shares). Any adjustment made pursuant to this Section 10.05(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In case the Company shall issue rights (other than rights pursuant to a shareholders’ rights plan) or warrants to all or substantially all holders of Common Shares, entitling them, for a period expiring not more than sixty (60) days immediately following formula: where CR0 = the record date for the determination of holders of Common Shares entitled to receive such rights or warrants, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares), at a price per share (or having a conversion, exchange or exercise price per share) that is less than the current market price (as determined pursuant to Section 10.05(g) ) per Common Share on the record date for the determination of holders of Common Shares entitled to receive such rights or warrants, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which (A) the numerator shall be the sum of (I) the number of Common Shares outstanding at the close of business on such record date and (II) the aggregate number of Common Shares (the “Underlying Shares”) underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise), and (B) the denominator shall be the sum of (I) number of Common Shares outstanding at the close of business on such record date and (II) the number of Common Shares which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights or warrants would purchase at such current market price per Common Share. Such increase shall become effective immediately prior to the opening of business on the day following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(b) . (c) In case the Company shall dividend or distribute to all or substantially all holders of Common Shares, its Share Capital or the Share Capital of any existing or future Subsidiary (other than Common Shares), evidences of Indebtedness or other assets (other than dividends or distributions requiring an adjustment to the Conversion Rate in accordance with Sections 10.05(a) or 10.05(d) ), or shall dividend or distribute to all or substantially all holders of Common Shares rights or warrants to subscribe for or purchase securities (other than dividends or distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 10.05(b) ), then in each such case the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of shareholders entitled to such dividend or distributiondistribution by a fraction of which (A) the numerator shall be the current market price per Common Share (as determined pursuant to Section 10.05(g) ) on such record date and (B) the denominator shall be an amount equal to (I) such current market price per Common Share less (II) the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), on such record date, of the portion of the Share Capital, evidences of Indebtedness, assets, rights and warrants to be dividended or distributed applicable to one Common Share, such increase to become effective immediately prior to the open opening of business on the effective date day following such record date; provided, however, that if such denominator is equal to or less than zero, then, in lieu of the foregoing adjustment to the Conversion Rate, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of its Securities, in addition to any consideration otherwise payable as herein provided upon such conversion, an amount, per $1,000 principal amount of such share split or share combinationSecurities, as the case may be; CR' = of Share Capital, evidences of Indebtedness, assets, rights and/or warrants that a person that owns, on such record date, a number of Common Shares equal to the Conversion Rate in effect immediately after at the close of business on the Record Date for such record date would have received as a result of such dividend or distribution. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than distributions of rights or warrants requiring an adjustment to the open Conversion Rate in accordance with Section 10.05(b) and other than rights under a shareholders’ rights plan the Company may have in effect at such time) (collectively, “Rights”) pro rata to holders of business Common Shares, the Company may, in lieu of making any adjustment pursuant to this Section 10.05(c) , make proper provision so that each Holder of a Security who converts such Security (or any portion thereof) on or after the effective record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to any consideration otherwise payable as herein provided upon such conversion, a number of Rights, per $1,000 principal amount of such share split or share combinationSecurity, as equal to the case may be; OS0 = the number of Rights to which a holder of a number of Common Shares outstanding immediately prior equal to the Conversion Rate in effect at the close of business on such record date would be entitled at the Record Date for such dividend or distribution, or the open of business on the effective date time of such share split or share combination, as conversion in accordance with the case may be; terms and OS' = provisions of and applicable to the number Rights. Notwithstanding the first sentence of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A10.05(c) , a distribution of rights pursuant to a shareholders’ rights plan shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any not constitute a dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, requiring an adjustment to the Conversion Rate pursuant to the first sentence of this Section 10.05(c) , provided that would then (1) such rights have not separated from the Common Shares at the time of such distribution; and (2) the Company has made adequate provision in accordance with Section 10.13 for Holders to receive such rights upon conversion. In no event shall the Conversion Rate be in effect if such dividend, distribution, share split or share combination had not been declared or announceddecreased pursuant to this Section 10.05(c) . (Bd) If In case the Company distributes shall, by dividend or otherwise, at any time make a distribution of cash (excluding any cash that is distributed as part of a distribution requiring a Conversion Rate adjustment pursuant to Section 10.05(a) ) to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Ex Date for such distributiondistribution by a fraction (A) whose numerator shall be the current market price per Common Share (as determined pursuant to Section 10.05(g) ) on such Ex Date and (B) whose denominator shall be an amount equal to (I) such current market price per Common Share less (II) the amount of the distribution per Common Share; CR' = provided, however, that the Conversion Rate shall not be adjusted pursuant to this Section 10.05(d) to the extent, and only to the extent, such adjustment would cause the Conversion Price to be less than one cent ($0.01) per Common Share (which minimum amount shall be subject to appropriate adjustments, in the good faith determination of the Board of Directors (whose determination shall be described in a Board Resolution), to account for stock splits and combinations, stock dividends, reclassifications and similar events); provided further that, if the denominator of such fraction shall be equal to or less than zero, the Conversion Rate shall be instead adjusted so that the Conversion Price is equal to one cent ($0.01) per Common Share (as adjusted in accordance with the immediately preceding proviso). An adjustment to the Conversion Rate pursuant to this Section 10.05(d) shall become effective immediately after the opening of business on the such Ex Date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(d) . (e) In case the Company or any Subsidiary shall distribute cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Shares where the sum of the aggregate amount of such cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution), as of the Expiration Date (as defined below), of such other consideration distributed (such sum, the “Aggregate Amount”) expressed as an amount per Common Share validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged Common Shares, the “Purchased Shares”) exceeds the Closing Sale Price per Common Share on the first Trading Day after last date (such last date, the “Expiration Date”) on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Expiration Date by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the Closing Sale Price per Common Share on the first Trading Day after the Expiration Date and (b) an amount equal to (i) the number of Common Shares outstanding as of the last time (the “Expiration Time”) at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (including all Purchased Shares) less (ii) the Purchased Shares and (B) whose denominator is equal to the product of (I) the number of Common Shares outstanding as of the Expiration Time (including all Purchased Shares) and (II) such Closing Sale Price per Common Share. An increase, if any, to the Conversion Rate pursuant to this Section 10.05(e) shall become effective immediately prior to the opening of business on the second (2nd) Business Day following the Expiration Date. In the event that the Company or a Subsidiary is obligated to purchase Common Shares pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. If the application of this Section 10.05(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such distribution;tender offer or exchange offer under this Section 10.05(e) . (f) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company, from time to time and to the extent permitted by law and by the rules of the NASDAQ Global Market and the Toronto Stock Exchange, may increase the Conversion Rate by any amount for a period of at least twenty (20) days or such longer period as may be required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company, provided, that such increase will not cause the then effective Conversion Price to be less than one cent ($0.01) per Common Share (which minimum amount shall be subject to appropriate adjustments, in the good faith determination of the Board of Directors (whose determination shall be described in a Board Resolution), to account for stock splits and combinations, stock dividends, reclassifications and similar events). Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Securities at such Holder’s address as the same appears on the registry books of the Registrar, at least fifteen (15) days prior to the date on which such increase commences. (g) For the purpose of any computation under subsections (a), (b), (c), (d) or (e) above of this Section 10.05, the current market price per Common Share on any date shall be deemed to be the average of the Closing Sale Prices for the ten (10) consecutive Trading Days ending on, but excluding, the earlier of such date and the Ex Date with respect to the issuance or distribution requiring such computation; provided, however, that such current market price per Common Share shall be appropriately adjusted by the Company, in its good faith determination, to account for any adjustment, pursuant hereto, to the Conversion Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the Ex Date of such event occurs, at any time during the period that begins on, and includes, the first day of such ten (10) consecutive Trading Days and ends on, and includes, the date when the adjustment to the Conversion Rate on account of the event requiring the computation of such current market price becomes effective.

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (Aa) If In case the Company exclusively issues Common Shares as shall (1) pay a dividend in shares of Common Stock to all holders of Common Stock, (2)) make a distribution in shares of Common Stock to all holders of Common Stock, (3) subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or distribution on all or substantially all (4) combine the outstanding shares of its outstanding Common Shares, or if the Company effects Stock into a share split or share combinationsmaller number of shares of Common Stock, the Conversion Rate shall be adjusted based by multiplying the Conversion Rate in effect immediately prior to close of business on the Ex Date or effective date, as applicable, for such dividend, distribution, subdivision or combination, by the number of shares of Common Stock that a person who owns only one share of Common Stock immediately before such Ex Date or effective date, as applicable, of such dividend, distribution, subdivision or combination and who is entitled to participate in such dividend, distribution, subdivision or combination would own immediately after giving effect to such dividend, distribution, subdivision or combination. Any adjustment made pursuant to this Section 10.05(a) shall become effective immediately prior to the open of business on such Ex Date, in the case of a dividend or distribution, or immediately prior to the open of business on such effective date, in the case of a subdivision or combination, as the case may be. Other than in the event of a combination, in no event shall the Conversion Rate be decreased pursuant to this Section 10.05(a). (b) In case the Company shall issue rights or warrants to all or substantially all holders of Common Stock, entitling them, for a period expiring not more than sixty (60) days immediately following formula: the record date for the determination of holders of Common Stock entitled to receive such rights or warrants, to subscribe for or purchase shares of Common Stock, at a price per share that is less than the current market price (as determined pursuant to Section 10.05(g)) per share of Common Stock on the record date for the determination of holders of Common Stock entitled to receive such rights or warrants, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the Ex Date corresponding to such record date by a fraction of which (A) the numerator shall be the sum of (I) the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex Date and (II) the aggregate number of shares (the “Underlying Shares”) of Common Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise), and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding immediately prior to the open of business on such Ex Date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights or warrants would purchase at such current market price per share of Common Stock; provided, however, no adjustment shall be made pursuant to this Section 10.05(b) solely by reason of a distribution of rights pursuant to a stockholders’ rights plan, provided the Company has complied with the provisions of Section 10.13 with respect to such stockholders’ rights plan and distribution. Such increase shall become effective immediately prior to the open of business on such Ex Date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(b). (c) Except as set forth in the immediately following paragraph, in case the Company shall dividend or distribute to all or substantially all holders of Common Stock shares of Capital Stock of the Company (other than Common Stock) or any existing or future Subsidiary, evidences of Indebtedness or other assets (other than dividends or distributions requiring an adjustment to the Conversion Rate in accordance with Sections 10.05(d) or 10.05(e),), or shall dividend or distribute to all or substantially all holders of Common Stock rights or warrants to subscribe for or purchase securities (other than dividends or distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 10.05(b)), then in each such case, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the open of business on the Ex Date corresponding to the record date for the determination of stockholders entitled to such dividend or distribution by a fraction of which (A) the numerator shall be the current market price per share of Common Stock (as determined pursuant to Section 10.05(g)) on such Ex Date and (B) the denominator shall be an amount equal to (I) such current market price per share of Common Stock less (II) the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), on such Ex Date, of the portion of the shares of Capital Stock, evidences of Indebtedness, assets, rights and warrants to be dividend or distributed applicable to one share of Common Stock, such increase to become effective immediately prior to the open of business on such Ex Date; provided however, that if the denominator of such fraction shall be equal to or less than zero, then in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of Securities shall have the right to receive on the date on which the relevant dividend or distribution is made to holders of Common Stock, for each $1,000 aggregate principal amount of Securities, the number of shares of such Capital Stock, the amount of such Indebtedness or other assets, or the amount of such rights or warrants, as the case may be, that such Holder would have received in connection with such dividend or distribution had such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex Date for such dividend or distribution. Notwithstanding anything to the contrary in this Section 10.05(c), if, in a distribution requiring an adjustment to the Conversion Rate pursuant to the immediately preceding paragraph, the property distributed by the Company to all Holders of Common Stock consists solely of Capital Stock, or similar equity interests in, a Subsidiary or other business unit of the Company, which Capital Stock or interests are, or will be upon completion of such distribution, listed on a national securities exchange or quoted on an automated quotation system and closing sale prices for such Capital Stock or interests are readily available (a “Spin-Off”), then in lieu of adjusting the Conversion Rate in accordance with the immediately preceding paragraph, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the opening of business on the thirteenth (13th) Trading Day immediately following the effective date of such Spin-Off by a fraction (I) whose numerator is the sum of (A) the average of the Closing Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days commencing on, and including, the third (3rd) Trading Day immediately following the effective date of such Spin-Off and (B) the product of (i) the average of the Closing Sale Prices per share or unit, as applicable, of such Capital Stock or interests (determined as if such shares or units were shares of Common Stock for purposes of the definition of “Closing Sale Price”) for the for the ten (10) consecutive Trading Days commencing on, and including, the third (3rd) Trading Day immediately following the effective date of such Spin-Off and (ii) number of shares or units, as applicable, of such Capital Stock or interests distributed per share of Common Stock; and (II) whose denominator is the average of the Closing Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days commencing on, and including, the third (3rd) Trading Day immediately following the effective date of such Spin-Off. The average Closing Sale Prices referred to in the immediately preceding sentence shall be subject to appropriate adjustments, in the Company’s good faith determination, to account for other distributions, stock splits and combinations, stock dividends, reclassifications and similar events occurring during the relevant period. Each adjustment to the Conversion Rate made pursuant to this paragraph shall become effective immediately prior to the open of business on the thirteenth (13th) Trading Day immediately following the effective date of such Spin-Off. Rights, options or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 10.05 (and no adjustment to the Conversion Rate under this Section 10.05 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 10.05(c). Upon the expiration, termination or redemption of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate that would have been in effect at the time of such expiration, termination or redemption had such rights, options or warrants, to the extent outstanding immediately prior to such expiration, termination or redemption, never been issued. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(c). (d) In case the Company shall, by dividend or otherwise, at any time make a distribution of cash (excluding any cash that is distributed as part of a distribution requiring a Conversion Rate adjustment pursuant to Section 10.05(e)) to all or substantially all holders of Common Stock, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the open of business on the Ex Date for such distribution by a fraction (A) whose numerator shall be the current market price per share of Common Stock (as determined pursuant to Section 10.05(g)) on such Ex Date and (B) whose denominator shall be an amount equal to (I) such current market price per share of Common Stock less (II) the amount of the relevant dividend or distribution per share of Common Stock; provided however, that if the denominator of such fraction shall be equal to or less than zero, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of Securities shall have the right to receive on the date on which the relevant dividend or distribution is made to holders of Common Stock, for each $1,000 aggregate principal amount of Securities, the amount of cash that such Holder would have received in connection with such dividend or distribution had such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex Date for such dividend or distribution. An adjustment to the Conversion Rate pursuant to this Section 10.05(d) shall become effective immediately prior to the open of business on such Ex Date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(d). (e) In case the Company or any Subsidiary shall distribute cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock where CR0 = the sum of the aggregate amount of such cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors), as of the Expiration Date (as defined below), of such other consideration distributed (such sum, the “Aggregate Amount”) expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the “Purchased Shares”) exceeds the Closing Sale Price per share of Common Stock on the first Trading Day after the last date (such last date, the “Expiration Date”) on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately first Trading Day after the close Expiration Date by a fraction (A) whose numerator is equal to the sum of business on (I) the Record Date for Aggregate Amount and (II) the product of (a) such dividend or distribution, or the open Closing Sale Price per share of business on the effective date of such share split or share combination, as the case may be; OS0 = Common Stock and (b) an amount equal to (i) the number of shares of Common Stock outstanding as of the last time (the “Expiration Time”) at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (including all Purchased Shares) less (ii) the Purchased Shares outstanding immediately prior and (B) whose denominator is equal to the close product of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = (I) the number of shares of Common Shares Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay Expiration Time (including all Purchased Shares) and (II) such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company distributes to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number Price per share of Common Shares that are outstanding immediately prior to the close of business on the Record Date for such distribution;Stock.

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (Aa) If In case the Company exclusively issues shall (i) issue shares of its Common Shares Stock as a dividend or distribution on all its Common Stock or substantially all of (ii) subdivide, combine or reclassify its outstanding Common Shares, or if the Company effects a share split or share combinationStock, the Conversion Rate in effect immediately prior thereto shall be adjusted based so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have been entitled to (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision, combination or reclassification not to issue fractional shares of Common Stock) had such Security been converted immediately prior to the record date of such event or the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share (as determined in accordance with subsection (f) of this Section 7.6) of Common Stock on the following formula: where CR0 = record date for such issuance (other than a distribution of rights pursuant to the Existing Rights Plan), the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = issuance shall be increased by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on such record date by a fraction of which (A) the Record Date for such dividend or distribution, or numerator shall be the open sum of business on the effective date of such share split or share combination, as the case may be; and OS' = (I) the number of shares of Common Shares Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as (excluding shares held in the case may be. Any adjustment made under this Section 10.05(Atreasury of the Company) shall become effective immediately after at the close of business on such record date and (II) the Record Date aggregate number of shares (the "Underlying Shares") of Common Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise) and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding (excluding shares held in the treasury of the Company) at the close of business on such record date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such dividend rights or distribution, or warrants would purchase at such Current Market Price per share of Common Stock. Such increase shall become effective immediately after prior to the open opening of business on the effective date for Business Day following such share split or share combination, as record date. In no event shall the case may be. If any dividend or distribution of the type described in Conversion Rate be decreased pursuant to this Section 10.05(A) is declared but not so paid or made, or any share split or combination of 7.6(b). Notwithstanding the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may bepreceding sentence, the Conversion Rate shall will be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, adjusted in accordance with this Section 7.6(b) to the Conversion Rate extent that would then be in effect if such dividend, distribution, share split rights or share combination had warrants are not been declared or announcedexercised prior to their expiration. (Bc) If In case the Company distributes shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Common Shares any rightsCompany, options evidences of indebtedness or other non-Cash assets, or rights or warrants (other than excluding (i) dividends, distributions and rights or warrants referred to in connection with subsection (a) or (b) of this Section 7.6, (ii) distributions referred to in subsection (e) of this Section 7.6 and (iii) the distribution of rights pursuant to a shareholder rights planplan (including the Existing Rights Plan) entitling them, for a period expiring not more than forty-five (45) days immediately following which provision has been made in accordance with the announcement date third paragraph of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distributionthis Section 7.6(c)), the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the distribution by a fraction of which (A) the numerator shall be the Current Market Price per share (as defined in subsection (f) of this Section 7.6)) of the Common Stock on such distribution; CRrecord date and (B) the denominator shall be an amount equal to (I) such Current Market Price per share less (II) the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' = Certificate delivered to the Conversion Rate in effect immediately after Trustee) of the portion of the capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding at the close of business on the Record Date for record date); provided, however, that, in the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such distribution; OS0 = the number rights or warrants applicable to one share of Common Shares Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, then, in lieu of the foregoing adjustment, adequate provision shall be made so that are outstanding each Holder shall have the right to receive upon conversion (in addition to any other consideration payable hereunder upon conversion) the amount of capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants such holder would have received had such holder converted each Security on such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 7.6(c). Such adjustment (if any) shall be made successively whenever any such distribution is made and shall become effective immediately after such record date. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors of the Company determines the fair market value of any distribution for purposes of this Section 7.6(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the applicable Current Market Price per share of Common Stock. The Company shall make adequate provisions such that, upon conversion of the Securities into Common Stock, to the extent that the Existing Rights Plan or any new shareholder rights plan (i.e. poison pill) hereafter implemented by the Company is in effect upon such conversion, the Holders of Securities will receive, in addition to the Common Stock and other consideration payable hereunder upon conversion, the rights described in such Existing Rights Plan or new rights plan (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in such Existing Rights Plan or new rights plan. Any distribution of rights or warrants pursuant to such Existing Rights Plan or new rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 7.6(c). (d) In case the Company shall dividend or distribute (other than in connection with a liquidation, dissolution or winding up of the Company) Cash (a "Cash Dividend") to all holders of Common Stock (other than a distribution requiring an adjustment to the Conversion Rate pursuant to Section 7.6(e)), the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of holders of Common Stock entitled to such dividend or distribution by a fraction (A) whose numerator shall be the average of the Volume-Weighted Average Prices per share of Common Stock (or, if such Volume-Weighted Average Prices are not available, the Closing Sale Prices) for the five consecutive Trading Days ending on the date immediately preceding the "ex" date (as defined in Section 7.6(f)) for such Cash Dividend or distribution (which average shall be appropriately adjusted by the Board of Directors, in its good faith determination (which determination shall be described in a resolution of the Board of Directors), to account for any adjustment, pursuant hereto, to the Conversion Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the "ex" date of such event occurs, at any time during such five consecutive Trading Days); and (B) whose denominator shall be an amount equal to (I) such average Volume-Weighted Average Price (or, if applicable, average Closing Sale Price) per share of Common Stock less (II) the amount per share of Common Stock of such Cash Dividend or distribution;. An adjustment to the Conversion Rate pursuant to this Section 7.6(d) shall become effective immediately prior to the opening of business on the Business Day immediately following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 7.6(d). (e) In case the Company or any Subsidiary of the Company shall distribute Cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock where the sum of the aggregate amount of such Cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a resolution of the Board of Directors), as of the Expiration Date (as defined below), of such other consideration distributed (such sum, the "Aggregate Amount") expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the "Purchased Shares") exceeds the Current Market Price per share (as determined in accordance with subsection (f) of this Section 7.6) of Common Stock on the last date (such last date, the "Expiration Date") on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Expiration Date by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the Current Market Price per share of Common Stock (as determined in accordance with subsection (f) of this Section 7.6) on the Expiration Date and (b) an amount equal to the number of shares of Common Stock outstanding as of the last time (the "Expiration Time") at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (excluding Purchased Shares and shares held at such time in the treasury of the Company) and (B) whose denominator is equal to the product of (I) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares but excluding shares held at such time in the treasury of the Company) and (II) such Current Market Price per share of Common Stock on the Expiration Date. An increase, if any, to the Conversion Rate pursuant to this Section 7.6(e) shall become effective immediately prior to the opening of business on the Business Day following the Expiration Date. In the event that the Company or a Subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. If the application of this Section 7.6(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 7.6(e). (f) For the purpose of making a computation pursuant to this Section 7.6, the current market price (the "Current Market Price") on a date of determination shall mean the average of the Closing Sale Prices per share of Common Stock for the five consecutive Trading Days ending on the date of determination; provided, however, that such Current Market Price shall be appropriately adjusted by the Board of Directors, in its good faith determination (which determination shall be described in a resolution of the Board of Directors), to account for any adjustment pursuant hereto (other than the adjustment requiring such computation) to the Conversion Rate that shall become effective, or any event (other than the event requiring such computation) requiring, pursuant hereto, an adjustment to the Conversion Rate where the "ex" date of such event occurs, at any time during such five consecutive Trading Days. For purposes hereof, the term "ex" date means (i) when used with respect to any dividend or distribution, the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such dividend or distribution; and (ii) when used with respect to any tender offer or exchange offer, the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained after the expiration time of such tender offer or exchange offer (as it may be amended or extended).

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (Aa) If In case the Company exclusively issues shall (i) issue shares of its Common Shares Stock as a dividend or distribution on all its Common Stock or substantially all of (ii) subdivide, combine or reclassify its outstanding Common Shares, or if the Company effects a share split or share combinationStock, the Conversion Rate in effect immediately prior thereto shall be adjusted based so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have been entitled to (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision, combination or reclassification not to issue fractional shares of Common Stock) had such Security been converted immediately prior to the record date of such event or the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately upon the issuance in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or a conversion price per share) less than the Current Market Price per share (as determined in accordance with subsection (f) of this Section 4.6) of Common Stock on the following formula: where CR0 = record date for such issuance (other than a distribution of rights pursuant to any then-existing shareholder rights plan), the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective record date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company distributes to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate issuance shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on such record date by a fraction of which (A) the Record Date for such distribution; CR' = numerator shall be the Conversion Rate sum of (I) the number of shares of Common Stock outstanding (excluding shares held in effect immediately after the treasury of the Company) at the close of business on such record date and (II) the Record Date for such distribution; OS0 = the aggregate number of shares (the “Underlying Shares”) of Common Shares that are Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise) and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding immediately prior to (excluding shares held in the treasury of the Company) at the close of business on such record date and (II) the Record Date number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights or warrants would purchase at such Current Market Price per share of Common Stock. Such increase shall become effective immediately prior to the opening of business on the Business Day following such record date. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. To the extent that such shares of Common Stock (or securities convertible into Common Stock) are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate 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 of only the number of shares of Common Stock (or securities convertible into 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 that would then be in effect if the record date for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at a price less than the Current Market Price per share of Common Stock and in determining the aggregate offering price of the total number of shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such distribution;rights or warrants and any amounts payable on exercise or conversion thereof.

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon the occurrence of time if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes may participate in their capacity as Holders (other than in the case of (x) a share subdivision or share consolidation or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Class A Shares and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of Class A Shares equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (Aa) If the Company exclusively issues Common Class A Shares as a dividend or distribution on all or substantially all of its outstanding Common the Class A Shares, or if the Company effects a share split subdivision or share combinationconsolidation in respect of the Class A Shares, the Conversion Rate shall be adjusted based on the following formula: where where, CR0 = the Conversion Rate in effect immediately prior to the close open of business on the Record Ex-Dividend Date for of such dividend or distribution, or immediately prior to the open of business on the effective date Effective Date of such share split subdivision or share combinationconsolidation, as the case may beapplicable; CR' ’ = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split Ex-Dividend Date or share combinationEffective Date, as the case may beapplicable; OS0 = the number of Common Class A Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution, share split subdivision or share combination, as the case may beconsolidation); and OS' ’ = the number of Common Class A Shares outstanding immediately after giving effect to such dividend or dividend, distribution, or such share split subdivision or share combinationconsolidation, as the case may be. Any adjustment made under this Section 10.05(A14.04(a) shall become effective immediately after the close open of business on the Record Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date Effective Date for such share split subdivision or share combinationconsolidation, as the case may beapplicable. If any dividend or distribution of the type described in this Section 10.05(A14.04(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors Company determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared or announceddeclared. (Bb) If the Company distributes issues to all or substantially all holders of the Common Class A Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring of not more than forty-five (45) 45 calendar days immediately following after the announcement date of such distributionissuance, to purchase or subscribe for Common Shares, or purchase the Class A Shares at a price per Common Share share that is less than the average of the Closing Last Reported Sale Prices of the Common Class A Shares over for the ten (10) 10 consecutive Trading Day period ending on on, and including, the Trading Day immediately preceding the Company’s date of announcement of such distributionissuance, the Conversion Rate shall be increased based on the following formula: where where, CR0 = the Conversion Rate in effect immediately prior to the close open of business on the Record Ex-Dividend Date for such distributionissuance; CR' ’ = the Conversion Rate in effect immediately after the close open of business on the Record Date for such distributionEx-Dividend Date; OS0 = the number of Common Class A Shares that are outstanding immediately prior to the close open of business on the Record Date for such distributionEx-Dividend Date;

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (Aa) If In case the Company exclusively issues shall (i) pay a dividend on its Common Shares as Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Stock into a greater number of shares, or (iv) combine its outstanding Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have owned had such Security been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution on and shall become effective immediately after the effective date in the case of subdivision or combination. (b) In case the Company shall issue rights, options or warrants to all or substantially all holders of its Common Stock entitling them (for a period of not more than 60 days after such issuance) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price per share of Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the record date for the determination of stockholders entitled to receive such rights, options or warrants, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common SharesStock offered (or into which the convertible securities so offered are convertible) and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares 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 so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the Current Market Price per share (as defined in subsection (d) of this Section 4.6) of Common Stock on such record date. Such adjustment shall be made successively whenever any such rights, options or warrants are issued, and shall become effective immediately after such record date. 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 adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (a) of this Section 4.6), or shall distribute to all holders of its Common Stock rights, options or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 4.6) and also excluding the distribution of rights to all holders of Common Stock pursuant to a Rights Plan (as defined below) adopted before or after the date of this Indenture), then in each such case the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the current Conversion Rate by a fraction of which the numerator shall be the Current Market Price per share (as defined in subsection (d) of this Section 4.6) of the Common Stock on such record date and of which the denominator shall be Current Market Price per share (as defined in subsection (d) of this Section 4.6) of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights, options or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date). Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. In the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a Security shall have the right to receive upon conversion the amount of capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants such holder would have received had such holder converted each Security on such record date. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 4.6(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. Notwithstanding the foregoing, if the securities distributed by the Company effects to all holders of its Common Stock consist of capital stock of, or similar equity interests in, a share split Subsidiary or share combinationother business unit, the Conversion Rate shall be adjusted based increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect on the record date with respect to such distribution by a fraction: the numerator of which shall be the sum of (x) the average Closing Price of one share of Common Stock over the ten consecutive Trading Day period (the "Spinoff Valuation Period") commencing on and including the fifth Trading Day after the date on which "ex-dividend trading" commences on the Common Stock on the Nasdaq National Market or such other national or regional exchange or market on which the Common Stock is then listed or quoted and (y) the average Closing Price over the Spinoff Valuation Period of the portion of the securities so distributed applicable to one share of Common Stock and the denominator of which shall be the average Closing Price of one share of Common Stock over the Spinoff Valuation Period, such adjustment to become effective immediately prior to the opening of business on the fifteenth Trading Day after the date on which "ex-dividend trading" commences; provided, however, that the Company may in lieu of the foregoing adjustment elect to reserve the pro rata portion of such Securities so that each Holder of securities shall have the right to receive upon conversion the amount of such shares of capital stock or similar equity interests of such Subsidiary or business unit that such Holder of Securities would have received if such Holder of Securities had converted such Securities on the record date with respect to such distribution. With respect to any rights (the "Rights") that may be issued or distributed pursuant to any rights plan that the Company implements after the date of this Indenture (any Rights that may be issued pursuant to any such future rights plan being referred to as, a "Rights Plan"), upon conversion of the Securities into Common Stock, to the extent that such Rights Plan is in effect upon such conversion, the holders of Securities will receive, in addition to the Common Stock, the Rights described therein (whether or not the Rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in any such Rights Plan. Any distribution of rights or warrants pursuant to a Rights Plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 4.6(c). Rights or warrants (other than rights issued pursuant to a Rights Plan) distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.6 (and no adjustment to the Conversion Price under this Section 4.6 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 4.6(c). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 4.6 was made, (1) in the case of any such rights or warrants which shall all have been redeemed, purchased by the Company or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption, purchase by the Company or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. (1) In case the Company shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all holders of its Common Stock cash, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying such Conversion Rate in effect immediately prior to the Business Day immediately preceding the day on which such Triggering Distribution is declared ("Determination Date") by a fraction of which the numerator shall be such Current Market Price per share of the Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Determination Date and the denominator of which shall be the Current Market Price per share of the Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Determination Date less the sum of the aggregate amount of cash, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date), such increase to become effective immediately prior to the opening of business on the day following formula: where CR0 = the date on which the Triggering Distribution is paid. (2) In case any tender offer made by the Company or any of its Subsidiaries for Common Stock shall expire, then immediately prior to the opening of business on the day after the last date (the "Expiration Date") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time"), the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Expiration Date for by a fraction of which the numerator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such dividend or distributionmaximum, or being referred to as the open "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) at the Expiration Time and the Current Market Price per share of Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Trading Day next succeeding the Expiration Date and the denominator of which shall be the product of the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price per share of the Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Trading Day next succeeding the Expiration Date, such increase to become effective immediately prior to the opening of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company distributes to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Date for such distribution;day

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (Aa) If In case the Company exclusively issues Common Shares as shall (1) pay a dividend in shares of Common Stock to all holders of Common Stock, (2) make a distribution in shares of Common Stock to all holders of Common Stock, (3) subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or distribution on all or substantially all (4) combine the outstanding shares of its outstanding Common Shares, or if the Company effects Stock into a share split or share combinationsmaller number of shares of Common Stock, the Conversion Rate shall be adjusted based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Ex Date for or effective date, as applicable, of such dividend or dividend, distribution, subdivision or combination, by the number of shares of Common Stock that a person who owns only one share of Common Stock immediately before such Ex Date or effective date, as applicable, of such dividend, distribution, subdivision or combination and who is entitled to participate in such dividend, distribution, subdivision or combination would own immediately after giving effect to such dividend, distribution, subdivision or combination (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision or combination not to issue fractional shares of Common Stock). Any adjustment made pursuant to this Section 10.06(a) shall become effective immediately prior to the open of business on the effective date of such share split or share combination, as Ex Date in the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such a dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; distribution and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as in the case may be. If any dividend of a subdivision or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announcedcombination. (Bb) If In case the Company distributes shall issue rights or warrants to all or substantially all holders of the Common Shares any rightsStock, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five sixty (4560) days immediately following the announcement record date for the determination of holders of Common Stock entitled to receive such distributionrights or warrants, to purchase or subscribe for or purchase shares of Common SharesStock (or securities convertible into or exchangeable or exercisable for Common Stock), at a price per Common Share share (or having a conversion, exchange or exercise price per share) that is less than the average current market price (as determined pursuant to Section 10.06(g)) per share of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending Stock on the Trading Day immediately preceding record date for the Company’s announcement determination of holders of Common Stock entitled to receive such distributionrights or warrants, the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close Ex Date corresponding to such record date by a fraction of which (A) the numerator shall be the sum of (I) the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex Date and (II) the Record aggregate number of shares (the “Underlying Shares”) of Common Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise), and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding immediately prior to the open of business on such Ex Date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights or warrants would purchase at such current market price per share of Common Stock; provided, however, no adjustment shall be made pursuant to this Section 10.06(b) solely by reason of a distribution of rights pursuant to a shareholders’ rights plan, provided the Company has complied with the provisions of Section 10.14 with respect to such shareholders’ rights plan and distribution; CR' = . Such increase shall become effective immediately prior to the open of business on such Ex Date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06(b). (c) Except as set forth in the immediately following paragraph, in case the Company shall dividend or distribute to all or substantially all holders of Common Stock shares of Capital Stock of the Company or any existing or future Subsidiary (other than Common Stock), evidences of Indebtedness or other assets (other than dividends or distributions requiring an adjustment to the Conversion Rate in accordance with Sections 10.06(d) or 10.06(e)), or shall dividend or distribute to all or substantially all holders of Common Stock rights or warrants to subscribe for or purchase securities (other than dividends or distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 10.06(b)), then in each such case the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately after prior to the close open of business on the Record Ex Date corresponding to the record date for the determination of shareholders entitled to such distribution; OS0 = dividend or distribution by a fraction of which (A) the number numerator shall be the current market price per share of Common Shares that are outstanding Stock (as determined pursuant to Section 10.06(g)) on such record date and (B) the denominator shall be an amount equal to (I) such current market price per share of Common Stock less (II) the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), on such Ex Date, of the portion of the shares of Capital Stock, evidences of Indebtedness, assets, rights and warrants to be dividended or distributed applicable to one share of Common Stock, such increase to become effective immediately prior to the close open of business on such Ex Date; provided, however, that if such denominator is equal to or less than zero, then, in lieu of the foregoing adjustment to the Conversion Rate, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of its Securities, in addition to any consideration otherwise payable as herein provided upon such conversion, an amount of shares of Capital Stock, evidences of Indebtedness, assets, rights and/or warrants that such Holder would have received had such Holder converted all of its Securities on such record date. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 10.06(b)) (collectively, “Rights”) pro rata to holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 10.06(c), make proper provision so that each Holder of a Security who converts such Security (or any portion thereof) on or after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable (and cash, if any, payable) upon such conversion (the “Conversion Shares”), a number of Rights to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the “Distribution Date”), the same number of Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Conversion Shares would be entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such conversion occurs after the Distribution Date, the same number of Rights to which a holder of the number of shares of Common Stock into which the principal amount of the Security so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. Any distribution of rights or warrants pursuant to a shareholders’ rights plan complying with the requirements set forth in the preceding sentence of this paragraph and with Section 10.14 shall not constitute a distribution of rights or warrants pursuant to this Section 10.06(c). In no event shall the Conversion Rate be decreased pursuant to this Section 10.06(c). Notwithstanding anything to the contrary in this Section 10.06(c), if, in a distribution requiring an adjustment to the Conversion Rate pursuant to the immediately preceding paragraph, the property distributed by the Company to all Holders of Common Stock consists solely of Capital Stock, or similar equity interests in, a Subsidiary or other business unit of the Company, which Capital Stock or interests are, or will be upon completion of such distribution, listed on a national securities exchange and closing sale prices for such Capital Stock or interests are readily available (a “Spin-Off”), then in lieu of adjusting the Conversion Rate in accordance with the immediately preceding paragraph, the Conversion Rate shall be increased (subject to the other terms of this Indenture) by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Record Date thirteenth (13th) Trading Day following the record date for such distribution by a fraction (I) whose numerator is the sum of (A) the average of the Closing Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days commencing on, and including, the third (3rd) Trading Day after the record date for such distribution and (B) the product of (i) the average of the Closing Sale Prices per share or unit, as applicable, of such Capital Stock or interests (determined as if such shares or units were shares of Common Stock for purposes of the definition of “Closing Sale Price”) for the for the ten (10) consecutive Trading Days commencing on, and including, the third (3rd) Trading Day after the record date for such distribution and (ii) number of shares or units, as applicable, of such Capital Stock or interests distributed per share of Common Stock; and (II) whose denominator is the average of the Closing Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days commencing on, and including, the third (3rd) Trading Day after the record date for such distribution;. The average Closing Sale Prices referred to in the immediately preceding sentence shall be subject to appropriate adjustments, in the Company’s good faith determination, to account for other distributions, stock splits and combinations, stock dividends, reclassifications and similar events. Each adjustment to the Conversion Rate made pursuant to this paragraph shall become effective immediately after the open of business on the thirteenth (13th) Trading Day following the record date for such distribution. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 10.06 (and no adjustment to the Conversion Rate under this Section

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (Aa) If In case the Company exclusively issues Common Shares as shall (1) pay a dividend or distribution on in shares of Common Stock to all or substantially all holders of its Common Stock, (2) make a distribution in shares of Common Stock to all holders of Common Stock, (3) subdivide the outstanding shares of Common Shares, Stock into a greater number of shares of Common Stock or if (4) combine the Company effects outstanding shares of Common Stock into a share split or share combinationsmaller number of shares of Common Stock, the Conversion Rate shall be adjusted based by multiplying the Conversion Rate in effect immediately prior to close of business on the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination by the number of shares of Common Stock which a person who owns only one share of Common Stock immediately before the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination and who is entitled to participate in such dividend, distribution, subdivision or combination would own immediately after giving effect to such dividend, distribution, subdivision or combination (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision or combination not to issue fractional shares of Common Stock). Any adjustment made pursuant to this Section 9.7(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. (b) In case the Company shall issue rights (other than rights pursuant to a stockholder rights plan) or warrants to all or substantially all holders of Common Stock, entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock), at a price per share (or having a conversion, exchange or exercise price per share) that is less than the current market price (as determined pursuant to Section 9.7(g)) per share of Common Stock on Trading Day immediately preceding the announcement of the issuance of such rights or warrants, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which (A) the numerator shall be the sum of (I) the number of shares of Common Stock outstanding at the close of business on such record date and (II) the aggregate number of shares (the “Underlying Shares”) of Common Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise), and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding at the close of business on such record date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights or warrants would purchase at such current market price per share of Common Stock. Such increase shall become effective immediately prior to the opening of business on the day following formula: where CR0 = such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 9.7(b). (c) In case the Company shall dividend or distribute to all or substantially all holders of Common Stock shares of Capital Stock of the Company or any existing or future Subsidiary of the Company (other than Common Stock), evidences of Indebtedness or other assets (other than dividends or distributions requiring an adjustment to the Conversion Rate in accordance with Section 9.7(d) or Section 9.7(e)), or shall dividend or distribute to all or substantially all holders of Common Stock rights or warrants to subscribe for or purchase securities (other than dividends or distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 9.7(b)) (the foregoing hereinafter in this Section 9.7 called the “Additional Property, then in each such case the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of stockholders entitled to such dividend or distributiondistribution by a fraction of which (A) the numerator shall be the current market price per share of Common Stock (as determined pursuant to Section 9.7(g)) on such record date and (B) the denominator shall be an amount equal to (I) such current market price per share of Common Stock less (II) the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), on such record date, of the portion of the Additional Property to be dividended or distributed applicable to one share of Common Stock, such increase to become effective immediately prior to the open opening of business on the effective date day following such record date; provided, however, that if such denominator is equal to or less than zero, then, in lieu of the foregoing adjustment to the Conversion Rate, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of its Securities, in addition to any consideration otherwise payable as herein provided upon such conversion, an amount, per $1,000 principal amount of such share split Securities that a person owns on such record date, of Additional Property that such Holder would have received as a result of such dividend or share combinationdistribution had such Holder converted the Securities (or a portion thereof) immediately prior to such record date. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 9.7(b) and other than rights under the Rights Agreement or stockholders’ rights plan the Company may have in effect at such time) (collectively, “Rights”) pro rata to holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 9.7(c), make proper provision so that each Holder of a Security who converts such Security (or any portion thereof) on or after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to any consideration otherwise payable as herein provided upon such conversion, a number of Rights, per $1,000 principal amount of such Security, equal to the case may be; CR' = number of Rights to which a holder of a number of shares of Common Stock equal to the Conversion Rate in effect immediately after at the close of business on such record date would be entitled at the Record Date for such dividend or distribution, or the open of business on the effective date time of such share split or share combination, as conversion in accordance with the case may be; OS0 = the number terms and provisions of Common Shares outstanding immediately prior and applicable to the close Rights. Notwithstanding the first sentence of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) 9.7(c), a distribution of rights pursuant to a stockholders’ rights plan shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any not constitute a dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, requiring an adjustment to the Conversion Rate pursuant to the first sentence of this Section 9.7(c), provided that would then (1) such rights have not separated from the Common Stock at the time of such distribution; and (2) the Company has made adequate provision in accordance with Section 9.15 for Holders to receive such rights upon conversion. In no event shall the Conversion Rate be in effect if such dividend, distribution, share split or share combination had not been declared or announceddecreased pursuant to this Section 9.7(c). (Bd) If In case the Company distributes shall, by dividend or otherwise, at any time make a distribution of cash (excluding any cash that is distributed as part of a distribution requiring a Conversion Rate adjustment pursuant to Section 9.7(e)) to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distributionStock, the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Ex Date for such distribution; CR' = distribution by a fraction (A) whose numerator shall be the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number current market price per share of Common Shares that are outstanding immediately prior Stock (as determined pursuant to the close of business on the Record Date for such distribution;Section

Adjustment of Conversion Rate. The applicable Conversion Rate shall will be subject to adjustment adjusted from time to timetime by the Company as follows; provided that the Company will not make any adjustments to the Conversion Rate if Holders of the Notes participate (as a result of holding the Notes, without duplication, upon and at the occurrence same time as holders of the Common Stock participate) in any of the following eventstransactions described below as if such Holders held a number of shares of Common Stock equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders, without having to convert their Notes: (Aa) If In case the Company shall exclusively issues issue shares of Common Shares Stock as a dividend or distribution on all or substantially all shares of its outstanding Common SharesStock, or if the Company effects shall effect a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where CR0 CR´ = CRo x OS´ OSo where, CRo = the Conversion Rate in effect immediately prior to the close Open of business Business on the Record Ex-Date for such dividend or distribution, distribution or the open of business on the effective date of such share split or share combination, as the case may be; CR' ´ = the Conversion Rate in effect immediately after the close Open of business Business on the Record such Ex-Date for such dividend or distribution, distribution or the open of business on the effective date of such share split or share combination, as the case may be; OS0 OSo = the number of shares of Common Shares Stock outstanding immediately prior to the close Open of business Business on the Record Ex-Date for such dividend or distribution, distribution or the open of business on the effective date of such share split or share combination, as the case may be; and OS' ´ = the number of shares of Common Shares Stock that will be outstanding immediately after giving effect to such dividend or dividend, distribution, or such share split or share combination, as the case may be. Any adjustment to the Conversion Rate made under the foregoing formula in this Section 10.05(Aclause (a) shall will become effective immediately after the close Open of business Business on the Record Ex-Date for such dividend or distribution, distribution or immediately after the open of business on the effective date for of such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A10.04(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall will be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared or announceddeclared. (Bb) If In case the Company distributes shall issue to all or substantially all holders of the its outstanding shares of Common Shares Stock any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, them for a period expiring ending not more than forty45 calendar days after the Ex-five (45) days immediately following the announcement date Date of such distribution, issuance to purchase or subscribe for or purchase shares of Common Shares, Stock at a price per Common Share share less than the average of the Closing Last Reported Sale Prices of the Common Shares Stock over the ten (10) 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement declaration date of such distributionissuance, the Conversion Rate shall will be increased based on the following formula: where CR0 CR´ = CRo x OSo + X OSo + Y where, CRo = the Conversion Rate in effect immediately prior to the close Open of business Business on the Record Ex-Date for such distributionissuance; CR' ´ = the Conversion Rate in effect immediately after the close Open of business Business on the Record Ex-Date for such issuance; OSo = the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex-Date for such issuance; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock 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 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such issuance. Any increase made under this Section 10.04(b) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the Ex-Date for such issuance. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such 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, options or warrants are not so issued, the Conversion Rate will be decreased to the Conversion Rate that would then be in effect if such Ex-Date for such issuance had not occurred. (c) In case the Company shall distribute to all or substantially all holders of its Common Stock shares of any class of Capital Stock of the Company, evidences of its indebtedness, other assets or property of the Company, or rights, options or warrants entitling them to acquire Capital Stock of the Company or other securities (excluding: (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 10.04(a) or (b); (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 10.04(d); and (iii) any dividend and distributions described below in this Section 10.04(c) with respect to Spin-Offs) (any such shares of Capital Stock, evidences of indebtedness or other assets or property of the Company, or rights, options or warrants entitling them to acquire shares of Common Stock subject to clauses (i) — (iii) of the immediately preceding parenthetical, the “Distributed Property”), then the Conversion Rate will be increased based on the following formula: CR´ = CRo x SPo SPo – FMV where, CRo = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Date for such distribution; OS0 CR´ = the Conversion Rate in effect immediately after the Open of Business on the Ex-Date for such distribution; SPo = 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 Ex-Date for such distribution; and FMV = the fair market value as reasonably determined by the Board of Directors in good faith of the Distributed Property to be distributed with respect to each outstanding share of Common Stock as of the Ex-Date for such distribution. Any increase made under the portion of this Section 10.04(c) above will become effective immediately after the Open of Business on the Ex-Date for such distribution. If such distribution is not so paid or made, the Conversion Rate will be decreased to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Capital Stock of the Company, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire Capital Stock of the Company or other securities that such Holder would have received if such Holder owned a number of shares of Common Shares that are outstanding Stock equal to the Conversion Rate in effect on the Ex-Date for the distribution. With respect to an adjustment pursuant to this Section 10.04(c) where there has been a payment of a dividend or other distribution on the Common Stock in shares of Capital Stock of the Company of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the distribution) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (a “Spin-Off”), the Conversion Rate will be increased based on the following formula: CR´ = CRo x FMVo + MPo MPo where, CRo = the Conversion Rate in effect immediately prior to the close Close of business Business on the Record Ex-Date of such Spin-Off; CR´ = the Conversion Rate in effect immediately after the Close of Business on the Ex-Date of such Spin-Off; FMVo = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock (determined by reference to the Last Reported Sale Price set forth above as if references therein to the Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading-Day period immediately following, and including, the Ex-Date of the Spin-Off (the “Valuation Period”); and MPo = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. Such increase under the immediately preceding formula will be determined as of the Close of Business on the last Trading Day of the Valuation Period, but will be given effect immediately after the Open of Business on the Ex-Date of the Spin-Off. If a Holder converts a Note, Cash or Combination Settlement is applicable to such Note, and the first VWAP Trading Day of the Observation Period occurs after the first Trading Day of the Valuation Period for a Spin-Off but on or before the last Trading Day of the Valuation Period for such distribution;Spin-Off, the reference in the above definition of “FMV0” to 10 consecutive Trading Days will be deemed replaced with such lesser number of Trading Days as have elapsed since, and including, the effective date of such Spin-Off but before the first VWAP Trading Day of the Observation

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (Aa) If In case the Company exclusively issues shall (1) pay a dividend in shares of Common Shares as Stock to all holders of Common Stock, (2) make a distribution in shares of Common Stock to all holders of Common Stock, (3) subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or (4) combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Conversion Rate in effect immediately prior to such action shall be adjusted so that the holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned immediately following such action had such Securities been converted immediately prior thereto. Any adjustment made pursuant to this Section 10.06(a) shall become effective immediately after the record date in the case of a dividend or distribution on and shall become effective immediately after the effective date in the case of a subdivision or combination. (b) In case the Company shall issue rights or warrants to all or substantially all holders of its outstanding Common SharesStock, as the case may be, entitling them, for a period commencing on the record date for the determination of holders of Common Stock entitled to receive such rights or if warrants and expiring not more than sixty (60) days after such record date, to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock), at a price per share less than the Company effects a share split or share combinationthen current market price (as determined pursuant to Section 10.06(g)) of Common Stock on such record date, the Conversion Rate shall be adjusted based increased by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date, plus the following formula: where CR0 = number of shares of Common Stock so offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price. Such adjustments shall become effective immediately after such record date. (c) In case the Company shall dividend or distribute to all or substantially all holders of Common Stock shares of Capital Stock of the Company (other than Common Stock), evidences of Indebtedness or other assets (other than cash dividends), or shall dividend or distribute to all or substantially all holders of Common Stock rights or warrants to subscribe for securities (other than those referred to in Section 10.06(b)), then in each such case the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of stockholders entitled to such dividend distribution by a fraction of which the numerator shall be the current market price of Common Stock (as determined pursuant to Section 10.06(g)), on such date and the denominator shall be such current market price less the fair market value (as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the evidences of Indebtedness, shares of Capital Stock, cash and other assets to be distributed or distributionof such subscription rights or warrants applicable to one share of Common Stock, or such increase to become effective immediately prior to the open opening of business on the effective date day following such record date. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than those referred to in Section 10.06(b)) (“Rights”) pro rata to holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 10.06(c), make proper provision so that each Holder of a Security who converts such share split Security (or share combination, as the case may be; CR' = the Conversion Rate in effect immediately any portion thereof) after the close of business on the Record Date record date for such dividend distribution and prior to the expiration or distributionredemption of the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the “Conversion Shares”), a number of Rights to be determined as follows: (i) if such conversion occurs on or prior to the open date for the distribution to the holders of business on Rights of separate certificates evidencing such Rights (the effective date “Distribution Date”), the same number of such share split or share combination, as the case may be; OS0 = Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such conversion occurs after the Distribution Date, the same number of Rights to which a holder of the number of shares of Common Shares outstanding Stock into which the principal amount of the Security so converted was convertible immediately prior to the close of business Distribution Date would have been entitled on the Record Distribution Date for such dividend in accordance with the terms and provisions of and applicable to the Rights. In the event that the Company implements a stockholders’ rights plan after the date hereof, the Company shall provide that the Holders will receive, in addition to Common Stock, the rights described therein upon conversion of the Securities (whether or distributionnot the rights have separated from the Common Stock prior to the time of conversion), or subject to the open of business on limitations set forth in the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may bestockholders’ rights plan. Any adjustment made under distribution of rights or warrants pursuant to a stockholders’ rights plan complying with the requirements set forth in the two preceding sentences shall not constitute a distribution of rights or warrants pursuant to this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced10.06(c). (Bd) If In case the Company distributes shall, by dividend or otherwise, at any time make a distribution of cash (excluding any cash that is distributed as part of a distribution requiring a Conversion Rate adjustment pursuant to subsection (e) below) to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distributionStock, the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record record date for the determination of holders of Common Stock entitled to such distribution by a fraction (A) whose numerator shall be the current market price per share of Common Stock (as determined pursuant to Section 10.06(g)) on such record date and (B) whose denominator shall be an amount equal to (a) such current market price per share of Common Stock less (b) the lesser of (i) the amount of the distribution per share of Common Stock and (ii) such current market price per share of Common Stock; provided, however, that the Conversion Rate shall not be adjusted pursuant to this Section 10.06(d) to the extent, and only to the extent, such adjustment would cause the Conversion Price to be less than one cent ($0.01); provided further that, if the denominator of such fraction shall be zero, the Conversion Rate shall be instead adjusted so that the Conversion Price is equal to one cent ($0.01). An adjustment to the Conversion Rate pursuant to this Section 10.06(d) shall become effective immediately prior to the opening of business on the day immediately following such record date. (e) In case the Company or any Subsidiary shall distribute cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock where the sum of the aggregate amount of such cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution), as of the Expiration Date for (as defined below), of such distribution; CR' = other consideration distributed (such sum, the “Aggregate Amount”) expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the “Purchased Shares”) exceeds the current market price per share of Common Stock (as determined pursuant to Section 10.06(g)) on the trading day next succeeding the last date (such last date, the “Expiration Date”) on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Expiration Date by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the current market price per share of Common Stock on the Expiration Date and (b) an amount equal to (i) the number of shares of Common Stock outstanding as of last time (the “Expiration Time”) at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer less (ii) the Purchased Shares and (B) whose denominator is equal to the product of (I) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares) and (II) the current market price per share of Common Stock on the Expiration Date. An adjustment, if any, to the Conversion Rate pursuant to this Section 10.06(e) shall become effective immediately prior to the opening of business on the Business Day following the Expiration Date. In the event that the Company or a Subsidiary is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. If the application of this Section 10.06(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 10.06(e). (f) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company, from time to time and to the extent permitted by law, may increase the Conversion Rate by any amount for at least twenty (20) days or such longer period as may be required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company, provided that the then effective Conversion Price is not less than the par value of a share of Common Stock. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Securities at such Holder’s address as the same appears on the registry books of the Registrar, at least fifteen (15) days prior to the date on which such increase commences. Such Conversion Rate increase shall be irrevocable during such period. (g) For the purpose of any computation under subsections (a), (b), (c), (d) and (e) above, the current market price per share of Common Stock on the date fixed for determination of the stockholders entitled to receive the issuance or distribution requiring such computation (the “Determination Date”) shall be deemed to be the average of the Closing Sale Prices for the ten (10) consecutive Trading Days immediately preceding the Determination Date; provided, however, that (i) if the “ex” date for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to subsection (a), (b), (c), (d) or (e) above occurs on or after the tenth (10th) Trading Day prior to the Determination Date and prior to the “ex” date for the issuance or distribution requiring such computation, the Closing Sale Price for each Trading Day prior to the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Conversion Rate is so required to be adjusted as a result of such other event, (ii) if the “ex” date for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to subsection (a), (b), (c), (d) or (e) above occurs on or after the “ex” date for the issuance or distribution requiring such computation and on or prior to the Determination Date, the Closing Sale Price for each Business Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be adjusted as a result of such other event, and (iii) if the “ex” date for the issuance or distribution requiring such computation is on or prior to the Determination Date, after taking into account any adjustment required pursuant to clause (i) or (ii) of this proviso, the Closing Sale Price for each Trading Day on and after the “ex” date shall be adjusted by adding thereto the amount of any cash and the fair market value (as determined in good faith by the Board of Directors in a manner consistent with any determination of such value for the purposes of this Section 10.06, whose determination shall be conclusive and described in a Resolution of the Board of Directors) of the evidences of Indebtedness, shares of Capital Stock or other securities or assets being distributed (in the distribution requiring such computation) applicable to one share of Common Stock as of the close of business on the day before such “ex” date. For the purpose of any computation under subsection (e) of this Section 10.06, the current market price per share of Common Stock at the expiration date for the tender offer or exchange offer requiring such computation shall be deemed to be the average of the Closing Sale Price for the ten (10) consecutive Trading Days immediately preceding the Expiration Date; provided, however, that if the “ex” date for any event (other than the tender offer requiring such computation) that requires an adjustment to the Conversion Rate pursuant to subsection (a), (b), (c), (d) or (e) above occurs on or after the expiration time for the tender offer or exchange offer requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on or after to the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be adjusted as a result of such other event. For purposes of this subsection, the term “ex” date, (i) when used with respect to any issuance or distribution;, means the first date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such issuance or distribution, (ii) when used with respect to any subdivision or combination of shares of Common Stock, means the first date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, and (iii) when used with respect to any tender offer means the first date on which the Common Stock trades regular way on such exchange or in such market after the expiration time of such tender offer (as it may be amended or extended).

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (Aa) If In case the Company exclusively issues Common Shares as shall (1) pay a dividend in shares of Common Stock to all holders of Common Stock, (2) make a distribution in shares of Common Stock to all holders of Common Stock, (3) subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or distribution on all or substantially all (4) combine the outstanding shares of its outstanding Common Shares, or if the Company effects Stock into a share split or share combinationsmaller number of shares of Common Stock, the Conversion Rate shall be adjusted based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date for record date or effective date, as applicable, of such dividend or dividend, distribution, subdivision or the open of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = combination by the number of shares of Common Shares outstanding Stock that a person who owns only one share of Common Stock immediately prior to before the close record date or effective date, as applicable, of business on the Record Date for such dividend or dividend, distribution, subdivision or the open of business on the effective date of combination would own immediately after giving effect to such share split dividend, distribution, subdivision or share combinationcombination (without giving effect to any arrangement pursuant to such dividend, as the case may be; and OS' = the number distribution, subdivision or combination not to issue fractional shares of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may beStock). Any adjustment made under pursuant to this Section 10.05(ASECTION 10.06(a) shall become effective immediately after the close record date in the case of business on the Record Date for such a dividend or distribution, or distribution and shall become effective immediately after the open of business on the effective date for such share split or share combination, as in the case may be. If any dividend of a subdivision or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announcedcombination. (Bb) If the Company distributes shall dividend or distribute rights or warrants to all or substantially all holders of the Common Shares any rightsStock, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement record date for the determination of holders of Common Stock entitled to receive such distributionrights or warrants, to purchase or subscribe for or purchase shares of Common SharesStock, at a price per Common Share share that is less than the average Current Market Price per share of Common Stock on the declaration date for such dividend or distribution, then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the date fixed for determination of stockholders entitled to receive such rights or warrants by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for determination of stockholders entitled to receive such rights or warrants plus the total number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the sum of the Closing Sale Prices number of shares of Common Stock outstanding at the close of business on the date fixed for determination of stockholders entitled to receive such rights or warrants plus the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock so offered would purchase at a price equal to the Current Market Price of the Common Shares over the ten (10) consecutive Trading Day period ending Stock on the Trading Day immediately preceding the Company’s announcement of declaration date for such distribution. Such increase shall become effective immediately prior to the opening of business on the day following the date fixed for determination of stockholders entitled to receive such rights or warrants. Notwithstanding the foregoing, the Company shall not be required to make an adjustment to the Conversion Rate pursuant to this SECTION 10.06(b) on account of a distribution of rights (whether by distribution of separate certificates representing such rights or otherwise) that are distributed pursuant to a stockholders' rights plan. In no event shall the Conversion Rate be decreased pursuant to this SECTION 10.06(b). (c) In case the Company shall dividend or distribute to all holders of Common Stock shares of Capital Stock of the Company (other than Common Stock), evidences of indebtedness or other assets (other than dividends or distributions requiring an adjustment to the Conversion Rate in accordance with SECTIONS 10.06(d)), or shall dividend or distribute to all holders of Common Stock rights or warrants to subscribe for or purchase securities of the Company (other than dividends or distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with SECTION 10.06(b)), then in each such case the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of stockholders entitled to such distributiondividend or distribution by a fraction the numerator of which shall be the Current Market Price of the Common Stock on such record date, and the denominator of which shall be the Current Market Price of the Common Stock on such record date less the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) on the record date of the portion of Capital Stock of the Company, evidences of indebtedness, other assets, rights or warrants, as the case may be, so distributed applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following such record date; CRprovided that if the then Fair Market Value (as so determined) of the portion of Capital Stock of the Company, evidences of indebtedness, other assets, rights or warrants, as the case may be, so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive on the date of such dividend or distribution the amount of Capital Stock of the Company, evidences of indebtedness, other assets, rights or warrants, as the case may be, such holder would have received had such holder converted each Security on the record date. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this SECTION 10.06(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price on the applicable record date. Any distribution of rights (whether by distribution of separate certificates representing such rights or otherwise) or warrants pursuant to a stockholders' = rights plan complying with the requirements set forth in the preceding sentence of this paragraph and with SECTION 10.14 shall not constitute a distribution of rights or warrants pursuant to this SECTION 10.06(c). In no event shall the Conversion Rate be decreased pursuant to this SECTION 10.06(c). Notwithstanding the foregoing, if the Capital Stock distributed by the Company to all holders of its Common Stock consists of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company (unless such Capital Stock or similar equity interests are distributed to the Holders in such distribution as if such Holders had converted their Securities into Common Stock), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Date record date with respect to such distribution by a fraction, the numerator of which shall be the sum of (A) the average of the Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading Days commencing on and including the fifth Trading Day after the date on which "ex-dividend trading" commences for such distribution on the New York Stock Exchange, Nasdaq or such other national or regional exchange or market on which such securities are then listed or quoted (the "SPIN-OFF EX-DIVIDEND DATE"), plus (B) the average of the Closing Sale Prices of the securities distributed in respect of each share of Common Stock for the ten (10) consecutive Trading Days commencing on and including the Spin-Off Ex-Dividend Date; and the denominator of which shall be the average of the Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading Days commencing on and including the Spin-Off Ex-Dividend Date, such adjustment to become effective immediately after the opening of business on the day following such record date; provided that if (x) the average of the Closing Prices of the Common Stock for the ten (10) consecutive Trading Days commencing on and including the fifth Trading Day after the date on which "ex-dividend trading" commences for such dividend or distribution on the New York Stock Exchange, Nasdaq or such other national or regional exchange or market on which such securities are then listed or quoted, minus (y) the average of the Closing Prices of the securities distributed in respect of each share of Common Stock for the ten (10) consecutive Trading Days commencing on and including the fifth Trading Day after the date on which "ex-dividend trading" commences for such dividend or distribution on the New York Stock Exchange, Nasdaq or such other national or regional exchange or market on which such securities are then listed or quoted is less than $1.00, then the adjustment provided by for by this paragraph shall not be made and in lieu thereof the provisions of the first paragraph of this SECTION 10.06(c) shall apply to such distribution;. In any case in which this paragraph is applicable, SECTION 10.06(a), SECTION 10.06(b) and the first paragraph of this SECTION 10.06(c) shall not be applicable. For purposes of this SECTION 10.06(c) and SECTION 10.06(a) and SECTION 10.06(b), any dividend or distribution to which this SECTION 10.06(c) is applicable that also includes Common Stock, or rights or warrants to subscribe for or purchase Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of capital stock other than such Common Stock or rights or warrants (and any Conversion Rate adjustment required by this SECTION 10.06(c) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by SECTION 10.06(a) and SECTION 10.06(b) with respect to such dividend or distribution shall then be made), except the record date of such dividend or distribution shall be substituted as "the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination", "the record date for the determination of holders of Common Stock entitled to receive such rights or warrants," "the record date in the case of a dividend or distribution" and "the effective date in the case of a subdivision or combination" within the meaning of SECTION 10.06(a) and SECTION 10.06(b). (d) In case the Company shall, by dividend or otherwise, at any time make a distribution of cash (excluding any cash that is distributed as part of a distribution requiring a Conversion Rate adjustment pursuant to SECTION 10.06(e) or any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company) to all holders of Common Stock, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date for the determination of holders of Common Stock entitled to such distribution by a fraction the numerator of which shall be the Current Market Price on such record date; and the denominator of which shall be the Current Market Price on such record date less the amount of cash so distributed applicable to one share of Common Stock, such adjustment to be effective immediately prior to the opening of business on the day following the record date; provided that if the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive on the date of such dividend or distribution the amount of cash such holder would have received had such holder converted each Security on such record date. In no event shall the Conversion Rate be decreased pursuant to this SECTION 10.06(d). (e) In case the Company or any Subsidiary of the Company shall distribute cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock where the sum of the aggregate amount of such cash distributed and the aggregate Fair Market Value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution), as of the Expiration Date (as defined below), of such other consideration distributed (such sum, the "AGGREGATE AMOUNT") expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the "PURCHASED SHARES") exceeds the Current Market Price per share of Common Stock on the Trading Day immediately following the last date (such last date, the "EXPIRATION DATE") on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Expiration Date by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the Current Market Price per share of Common Stock on the Trading Day immediately following the Expiration Date and (b) an amount equal to (i) the number of shares of Common Stock outstanding as of the last time (the "EXPIRATION TIME") at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (including all Purchased Shares) less (ii) the Purchased Shares and (B) whose denominator is equal to the product of (I) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares) and (II) the Current Market Price per share of Common Stock on the Trading Day immediately following the Expiration Date.

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following eventsevents occurs: (Aa) If the Company exclusively issues solely shares of Common Shares Stock as a dividend or distribution on all or substantially all shares of its outstanding the Common SharesStock, or if the Company effects a share split subdivides or share combinationcombines the Common Stock, the Conversion Rate shall be adjusted based on the following formula: where where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be; CR' ’ = the Conversion Rate in effect immediately after the close of business on the such Record Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combinationEffective Date, as the case may be; OS0 = the number of shares of Common Shares Stock outstanding immediately prior to the close of business on the such Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combinationEffective Date, as the case may be; and OS' ’ = the number of shares of Common Shares Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be. Any adjustment made under this Section 10.05(A14.04(a) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date Effective Date for such share split subdivision or share combinationcombination of the Common Stock, as the case may be. If any dividend such dividend, distribution, subdivision or distribution of the type combination described in this Section 10.05(A14.04(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, distribution or not to split effect such subdivision or combine the outstanding Common Shares, as the case may becombination, to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared or subdivision or combination had not been announced. (Bb) If the Company distributes an Ex-Dividend Date occurs for a distribution to all or substantially all holders of the Common Shares Stock of any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, them for a period expiring of not more than forty-five (45) 45 calendar days immediately following from the announcement date of for such distribution, distribution to purchase or subscribe for or purchase shares of the Common SharesStock, at a price per Common Share share that is less than the average of the Closing Sale Prices of the Common Shares over Stock for the ten (10) 10 consecutive Trading Day period ending on on, and including, the Trading Day immediately preceding the Company’s announcement of date for such distribution, the Conversion Rate shall be increased based on the following formula: where where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' ’ = the Conversion Rate in effect immediately after the close of business on the such Record Date for such distributionDate; OS0 = the number of shares of Common Shares that are Stock outstanding immediately prior to the close of business on the such Record Date for such distributionDate;

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (Aa) If In case the Company exclusively issues shall (i) issue shares of its Common Shares Stock as a dividend or distribution on all its Common Stock or substantially all of (ii) subdivide, combine or reclassify its outstanding Common Shares, or if the Company effects a share split or share combinationStock, the Conversion Rate in effect immediately prior thereto shall be adjusted based so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have been entitled to (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision, combination or reclassification not to issue fractional shares of Common Stock) had such Security been converted immediately prior to the record date of such event or the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them for a period of not more than 45 days to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or a conversion price per share) less than the Current Market Price per share (as determined in accordance with subsection (f) of this Section 7.6) of Common Stock on the following formula: where CR0 = record date for such issuance (other than a distribution of rights pursuant to the Existing Rights Plan), the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = issuance shall be increased by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on such record date by a fraction of which (A) the Record Date for such dividend or distribution, or numerator shall be the open sum of business on the effective date of such share split or share combination, as the case may be; and OS' = (I) the number of shares of Common Shares Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as (excluding shares held in the case may be. Any adjustment made under this Section 10.05(Atreasury of the Company) shall become effective immediately after at the close of business on such record date and (II) the Record Date aggregate number of shares (the "Underlying Shares") of Common Stock underlying all such issued rights or warrants (whether by exer- cise, conversion, exchange or otherwise) and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding (excluding shares held in the treasury of the Company) at the close of business on such record date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such dividend rights or distribution, or warrants would purchase at such Current Market Price per share of Common Stock. Such increase shall become effective immediately after prior to the open opening of business on the effective date for Business Day following such share split or share combination, as record date. In no event shall the case may be. If any dividend or distribution of the type described in Conversion Rate be decreased pursuant to this Section 10.05(A) is declared but not so paid or made, or any share split or combination of 7.6(b). Notwithstanding the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may bepreceding sentence, the Conversion Rate shall will be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, adjusted in accordance with this Section 7.6(b) to the Conversion Rate extent that would then be in effect if such dividend, distribution, share split rights or share combination had warrants are not been declared or announcedexercised prior to their expiration. (Bc) If In case the Company distributes shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Common Shares any rightsCompany, options evidences of indebtedness or other non-Cash assets, or rights or warrants (other than excluding (i) dividends, distributions and rights or warrants referred to in connection with subsection (a) or (b) of this Section 7.6, (ii) distributions referred to in subsection (e) of this Section 7.6 and (iii) the distribution of rights pursuant to a shareholder rights planplan (including the Existing Rights Plan) entitling them, for a period expiring not more than forty-five (45) days immediately following which provision has been made in accordance with the announcement date third paragraph of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distributionthis Section 7.6(c), the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the distribution by a fraction of which (A) the numerator shall be the Current Market Price per share (as defined in subsection (f) of this Section 7.6)) of the Common Stock on such distribution; CRrecord date and (B) the denominator shall be an amount equal to (I) such Current Market Price per share less (II) the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' = Certificate delivered to the Conversion Rate in effect immediately after Trustee) of the portion of the capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding at the close of business on the Record Date for record date); provided, however, that, in the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such distribution; OS0 = the number rights or warrants applicable to one share of Common Shares Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, then, in lieu of the foregoing adjustment, adequate provision shall be made so that are each Holder shall have the right to receive upon conversion (in addition to any other consideration payable hereunder upon conversion) the amount of capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants such holder would have received had such holder converted each Security on such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 7.6(c). Such adjustment (if any) shall be made successively whenever any such distribution is made and shall become effective immediately after such record date. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors of the Company determines the fair market value of any distribution for purposes of this Section 7.6(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the applicable Current Market Price per share of Common Stock. The Company shall make adequate provisions such that, upon conversion of the Securities into Common Stock, to the extent that the Existing Rights Plan or any new shareholder rights plan (i.e. poison pill) hereafter implemented by the Company is in effect upon such conversion, the Holders of Securities will receive, in addition to the Common Stock and other consideration payable hereunder upon conversion, the rights described in such Existing Rights Plan or new rights plan (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in such Existing Rights Plan or new rights plan. Any distribution of rights or warrants pursuant to such Existing Rights Plan or new rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 7.6(c). (d) In case the Company shall dividend or distribute (other than in connection with a liquidation, dissolution or winding up of the Company) Cash in excess of $0.01375 per share in any fiscal quarter, or $.0275 per share in any fiscal quarter if the Company did not pay a dividend in the immediately preceding quarter, (in each case as adjusted for stock dividends or distributions or any subdivisions, combinations or reclassifications of our outstanding common stock) (an "Excess Dividend") to all holders of Common Stock (other than a distribution requiring an adjustment to the Conversion Rate pursuant to Section 7.6(e)), the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of holders of Common Stock entitled to such dividend or distribution by a fraction (A) whose numerator shall be the average of the Volume-Weighted Average Prices per share of Common Stock (or, if such Volume-Weighted Average Prices are not available, the Closing Sale Prices) for the five consecutive Trading Days ending on the date immediately preceding the "ex" date (as defined in Section 7.6(f)) for such Excess Dividend or distribution (which average shall be appropriately adjusted by the Board of Directors, in its good faith determination (which determination shall be described in a resolution of the Board of Directors), to account for any adjustment, pursuant hereto, to the Conversion Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the "ex" date of such event occurs, at any time during such five consecutive Trading Days); and (B) whose denominator shall be an amount equal to (I) such average Volume-Weighted Average Price (or, if applicable, average Closing Sale Price) per share of Common Stock less (II) the amount per share of Common Stock of such Excess Dividend or distribution;; provided, however, that the Conversion Rate shall not be adjusted pursuant to this Section 7.6(d) to the extent, and only to the extent, such adjustment would cause the Conversion Price to be less than par value of the Common Stock (which minimum amount shall be appropriately adjusted to reflect stock dividends on, and subdivisions, combinations or reclassifications of, Common Stock); provided further that, if the denominator of such fraction shall be equal to or less than zero, the Conversion Rate shall be instead adjusted so that the Conversion Price is equal to par value of the Common Stock (as adjusted in accordance with the immediately preceding proviso). An adjustment to the Conversion Rate pursuant to this Section 7.6(d) shall become effective immediately prior to the opening of business on the Business Day immediately following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 7.6(d). (e) In case the Company or any Subsidiary of the Company shall distribute Cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock where the sum of the aggregate amount of such Cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a resolution of the Board of Directors), as of the Expiration Date (as defined below), of such other consideration distributed (such sum, the "Aggregate Amount") expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the "Purchased Shares") exceeds the Current Market Price per share (as determined in accordance with subsection (f) of this Section 7.6) of Common Stock on the last date (such last date, the "Expiration Date") on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Expiration Date by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the Current Market Price per share of Common Stock (as determined in accordance with subsection (f) of this Section 7.6) on the Expiration Date and (b) an amount equal to the number of shares of Common Stock outstanding as of the last time (the "Expiration Time") at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (excluding Purchased Shares and shares held at such time in the treasury of the Company) and (B) whose denominator is equal to the product of (I) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares but excluding shares held at such time in the treasury of the Company) and (II) such Current Market Price per share of Common Stock on the Expiration Date. An increase, if any, to the Conversion Rate pursuant to this Section 7.6(e) shall become effective immediately prior to the opening of business on the Business Day following the Expiration Date. In the event that the Company or a Subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. If the application of this Section 7.6(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 7.6(e). (f) For the purpose of making a computation pursuant to this Section 7.6, the current market price (the "Current Market Price") on a date of determination shall mean the average of the Closing Sale Prices per share of Common Stock for the five consecutive Trading Days ending on the date of determination; provided, however, that such Current Market Price shall be appropriately adjusted by the Board of Directors, in its good faith determination (which determination shall be described in a resolution of the Board of Directors), to account for any adjustment pursuant hereto (other than the adjustment requiring such computation) to the Conversion Rate that shall become effective, or any event (other than the event requiring such computation) requiring, pursuant hereto, an adjustment to the Conversion Rate where the "ex" date of such event occurs, at any time during such five consecutive Trading Days. For purposes hereof, the term "ex" date means (i) when used with respect to any dividend or distribution, the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such dividend or distribution; and (ii) when used with respect to any tender offer or exchange offer, the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained after the expiration time of such tender offer or exchange offer (as it may be amended or extended).

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject adjusted from time to adjustment time as follows: (1) In case the Company shall, at any time or from time to time, without duplication(i) pay a dividend in shares of its Common Stock to holders of Common Stock, (ii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock or (iv) make a distribution in shares of Common Stock to holders of Common Stock, then the Conversion Rate in effect immediately before such action shall be adjusted so that the Holders, upon conversion of Notes into Common Stock immediately following such event, shall be entitled to receive the occurrence kind and amount of any shares of Capital Stock of the following events: Company which they would have owned or been entitled to receive upon or by reason of such event if the Notes had been converted immediately before the record date (Aor, if there is no record date, the effective date) If for such event. An adjustment made pursuant to this Section 12.03(1) shall become effective retroactively immediately after the Company exclusively issues Common Shares as record date in the case of a dividend or distribution on and shall become effective retroactively immediately after the effective date in the case of a subdivision or combination. For the purposes of this Section 12.03(1), each Holder shall be deemed to have failed to exercise any right to elect the kind or amount of securities receivable upon the payment of any such dividend, subdivision, combination or distribution (provided that if the kind or amount of securities receivable upon such dividend, subdivision, combination or distribution is not the same for each non-electing share, then the kind and amount of securities or other property receivable upon such dividend, subdivision, combination or distribution for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). (2) In case the Company shall, at any time or from time to time, issue rights, options or warrants to all or substantially all holders of shares of its outstanding Common Shares, Stock entitling them to subscribe for or if purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share less than the Company effects Current Market Price of the Common Stock at such record date (treating the price per share of the securities convertible into Common Stock as equal to (x) the sum of (i) the price for a share split or share combinationunit of the security convertible into Common Stock and (ii) any additional consideration initially payable upon the conversion of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible security), the Conversion Rate shall be adjusted based so that it shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the date of issuance of such rights, options or warrants by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the following formula: where CR0 = date of issuance of such rights, options or warrants plus the number of shares or securities which the aggregate offering price of the total number of shares or securities so offered for subscription or purchase (or the aggregate purchase price of the convertible securities so offered plus the aggregate amount of any additional consideration initially payable upon conversion of such securities into Common Stock) would purchase at such Current Market Price of the Common Stock, and the denominator of which 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 additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are initially convertible). Such adjustment shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. (3) In case the Company shall, at any time or from time to time, distribute to all holders of shares of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing entity and the Common Stock is not changed or exchanged) cash, evidences of its indebtedness, securities or assets (excluding (i) dividends payable in shares of Common Stock for which adjustment is made under Section 12.03(1), (ii) rights, options or warrants to subscribe for or purchase securities of the Company for which adjustment is made under Section 12.03(2), (iii) dividends or distributions paid exclusively in cash and (iv) distributions referred to in Section 12.03(4)), then in each such case the Conversion Rate shall be adjusted so that it shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Record Date date fixed for determination of holders of shares of Common Stock entitled to receive such dividend or distributiondistribution by a fraction, or the open numerator of business which shall be the Current Market Price of the Common Stock on the effective date fixed for determination of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close holders of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number shares of Common Shares outstanding immediately prior Stock entitled to receive such distribution less the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, then fair market value (as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date determined by the Board of Directors determines not of the Company, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee) of the portion of the cash or assets or evidences of indebtedness or securities so distributed or of such subscription rights or warrants applicable to pay one share of Common Stock, and the denominator of which shall be such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company distributes to all or substantially all holders Current Market Price of the Common Shares Stock; provided, however, that no adjustment shall be made with respect to any rights, options or warrants (other than in connection with a shareholder distribution of rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average securities of the Closing Sale Prices Company if a Holder would otherwise be entitled to receive such rights upon conversion at any time of the Notes into Common Shares over Stock unless such rights are subsequently redeemed by the ten (10) consecutive Trading Day period ending Company, in which case such redemption shall be treated for purposes of this Section as a dividend on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate Common Stock. Such adjustment shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' = the Conversion Rate in effect become effective retroactively immediately after the close record date for the determination of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Date for such distribution;shareholders

Adjustment of Conversion Rate. (a) The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (A) If the Company exclusively issues Common Shares as a dividend or distribution on all or substantially all of its outstanding Common Shares, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based from time to time by the Company as follows: (1) In case the Company shall pay a dividend on the following formula: where CR0 = its Common Stock in shares of Common Stock or make a distribution on its Common Stock in shares of Common Stock, the Conversion Rate in effect immediately prior to the close record date for the determination of business on the Record Date for shareholders entitled to receive such dividend or distribution, or other distribution shall be increased so that the open of business on same shall equal the effective date of such share split or share combination, as the case may be; CR' = rate determined by multiplying the Conversion Rate in effect immediately after prior to such record date by a fraction of which the numerator of shall be the sum of the number of shares of Common Stock outstanding at the close of business on such record date plus the Record Date for total number of shares of Common Stock constituting such dividend or distribution, or other distribution and of which the open of business on the effective date of such share split or share combination, as the case may be; OS0 = denominator shall be the number of shares of Common Shares Stock outstanding immediately prior to at the close of business on the Record Date for such record date. Such adjustment shall be made successively whenever any such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; distribution is made and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after such record date. For the close purpose of business on this clause (1) of Subsection 4.6(a), the Record Date for such number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not pay any dividend or distribution, or immediately after make any distribution on Common Shares held in the open treasury of business on the effective date for such share split or share combination, as the case may beCompany. If any dividend or distribution of the type described in this Section 10.05(A) clause is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall again be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, adjusted to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared or announceddeclared. (B2) If In case the Company distributes to all shall subdivide its outstanding Common Stock into a greater number of shares, or substantially all holders combine its outstanding Common Stock into a smaller number of the Common Shares any rightsshares, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close day upon which such subdivision or combination becomes effective shall be, in the case of business a subdivision of Common Stock, proportionately increased and, in the case of a combination of Common Stock proportionately reduced. Such adjustment shall be made successively whenever any such subdivision or combination of the Common Stock occurs and shall become effective immediately after the date upon which such subdivision or combination becomes effective. (3) In case the Company shall issue rights, options or warrants to all holders of its Common Stock entitling them (for a period of not more than 60 days after such issuance) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price per share of Common Stock (as determined in accordance with clause (10) of this Subsection 4.6(a) on the Record Date record date for the determination of stockholders entitled to receive such distribution; CR' = rights, options or warrants, the Conversion Rate in effect immediately after prior thereto shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such record date plus the Record Date for number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible) and of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on such distribution; OS0 = record date plus the number of shares 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 so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the Current Market Price per share of Common Stock on such record date. Such adjustment shall be made successively whenever any such rights, options or warrants are issued, and shall become effective immediately after such record date. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that are outstanding immediately prior would then be in effect if the record date for the determination of shareholders entitled to receive such rights, options or warrants had not been fixed. In determining whether any rights, options or warrants entitle the close shareholders to subscribe for or purchase shares of business on Common Stock at a price less than the Record Date Current Market Price per share of Common Stock and in determining the aggregate offering price of the total number of shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such distribution;rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than Cash, to be determined by the Board of Directors. (4) In case the Company shall make a dividend or other distribution to all holders of its Common Stock of securities or other property (including evidences of indebtedness or other non-Cash assets),

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (A) If the Company exclusively issues Common Shares as a dividend or distribution on all or substantially all of its outstanding Common Shares, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company distributes to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s 's announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Date for such distribution;

Adjustment of Conversion Rate. The applicable Conversion Rate applicable to any series of Securities shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventsas follows: (Aa) If In case the Company exclusively issues Common Shares as shall (i) pay a dividend or distribution on all or substantially all of its outstanding Common Sharesdividend, or if the Company effects make a share split or share combinationdistribution, the Conversion Rate shall be adjusted based in shares of Common Stock, on the following formula: where CR0 = Common Stock, (ii) subdivide the Outstanding Common Stock into a greater number of shares, (iii) combine the Outstanding Common Stock into a smaller number of shares, or (iv) reclassify the Common Stock, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = receive the number of 36 42 shares of Common Shares outstanding Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above had such Security been converted immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date happening of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may beevent. If any dividend or distribution of the type described in this Section 10.05(Aclause (i) above is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall again be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, adjusted to the Conversion Rate that which would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared declared. An adjustment made pursuant to this Section 11.4(a) shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of subdivision, combination or announcedreclassification. (Bb) If In case the Company distributes to all or substantially all holders of the Common Shares any shall issue rights, options or warrants to all holders of any class or series of its Common Stock entitling them (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45within 45 days after the date fixed for determination of stockholders entitled to receive such rights, options or warrants) days immediately following the announcement date of such distribution, to purchase or subscribe for or purchase Common Shares, Stock at a price per Common Share share less than the average Average Closing Market Price at the record date for the determination of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of stockholders entitled to receive such distributionrights, options or warrants, the Conversion Rate in effect immediately prior thereto shall be increased based on adjusted so that the following formula: where CR0 = same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the close date of the issuance of such rights, options 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, options or warrants plus the number of additional shares of Common Stock offered 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Average Closing 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 Record Date day following the record date for the determination of the stockholders entitled to receive such distribution; CR' = rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect immediately after had the close adjustments made upon the issuance of business such rights or warrants been made on the Record Date for such distribution; OS0 = basis of delivery of only the number of shares of Common Shares Stock actually delivered. If such rights, options 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, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Average Closing Market Price, 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. (c) the foregoing adjustment, adequate provision shall be made so that are outstanding each Holder shall have the right to receive, upon conversion of such Holder's Securities, the amount of Distributed Securities such Holder would have received had such Holder converted such Securities on such record date. In the event that such distribution is not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 11.4(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing such Average Closing Market Price. Notwithstanding the foregoing provisions of this Section 11.4(c), no adjustment shall be made thereunder for any distribution of Distributed Securities if the Company makes proper provision so that each Holder of a Security who converts such Security (or any portion thereof) after such record date for such distribution shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the amount and kind of Distributed Securities that such Holder would have been entitled to receive if such Holder had, immediately prior to such record date, converted such Security for Common Stock; provided that, with respect to any Distributed Securities that are convertible, exchangeable or exercisable, the close foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of business on such Security would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Security. In the Record Date for event the Company implements a stockholder rights plan, such distribution;rights plan shall provide that upon conversion of the Securities the Holders shall receive, in addition to the Common Stock issuable upon such conversion, the rights issued under such rights plan (notwithstanding the occurrence of an event causing such rights to separate from the Common Stock at or prior to the time of conversion).

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (A) If the Company exclusively issues Common Shares as a dividend or distribution on all or substantially all of its outstanding Common Shares, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company distributes to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Date for such distribution;

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, time by the Company as follows (without duplication): (a) In case the Company shall (i) pay a dividend on its Common Stock in shares of Common Stock, upon (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide or split its outstanding Common Stock into a greater number of shares, or (iv) combine its outstanding Common Stock into a smaller number of shares, the occurrence Conversion Rate in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock that it would have owned had such Security been converted immediately prior to the following events: record date of such event or the happening of such event, as appropriate (Aassuming such Security were convertible solely into shares of Common Stock, based on the relevant Conversion Rate, rather than Cash or Cash and Common Stock as set forth in Section 5.04(a) If and Section 5.04(b)). An adjustment made pursuant to this subsection (a) shall become effective immediately after the Company exclusively issues Common Shares as record date for the determination of shareholders entitled to receive such dividend or distribution in the case of a dividend or distribution on and shall become effective immediately after the effective date in the case of subdivision or combination. (b) In case the Company shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the record date for the determination of shareholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately prior to the date of issuance shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares that the aggregate offering price of the total number of shares of Common SharesStock so offered would purchase at the Current Market Price per share of Common Stock on such record date, 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. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights or warrants are exercisable not all such rights or warrants shall have been exercised, the adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price less than the Current Market Price per share of 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 and any amount payable on exercise or conversion thereof, the value of such consideration, if other than Cash, to be determined in good faith by the Board of Directors. (c) In case the Company shall distribute to all or substantially all holders of its Common Stock, Capital Stock, evidences of indebtedness, property or other assets (including securities but excluding (1) dividends or distributions paid exclusively in Cash, (2) dividends or distributions referred to in Section 5.05(a) above and (3) rights and warrants referred to in Section 5.05(b) above (any of the foregoing hereinafter in this Section 5.05(c) called "DISTRIBUTED SECURITIES")), then in each such case the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the current Conversion Rate by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined in good faith by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of Distributed Securities applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the Current Market Price per share of the Common Stock on such record date; provided, however, that in the event the fair market value of the Distributed Securities applicable to one share of Common Stock is equal to or greater than the Current Market Price on such record date with respect to such distribution, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Distributed Securities such Holder would have received had such Holder converted each Security on such record date with respect to such distribution (subject to the settlement provisions in Section 5.04(a) and Section 5.04(b) including, without limitation, Section 5.04(a)(ii)). Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. In the event that a record date for any distribution of Distributed Securities referred to in this subsection (c) occurs, but such Distributed Securities are not then paid or delivered, the Conversion Rate shall again be adjusted to be the Conversion Rate that would have been in effect if such dividend or distribution had not been declared. Anti-dilution adjustments shall be made with respect to any Distributed Securities referred to in this subsection (c) in the same manner as set forth in this Section 5.05 as if such Distributed Securities were the Securities. If the Board of Directors determines in good faith the fair market value of any Distributed Securities for purposes of this Section 5.05(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period (the "REFERENCE PERIOD") used in computing the Current Market Price of the Common Stock to the extent possible, unless the Board of Directors in a board resolution determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. In the event that the Company makes a distribution to all holders of the Common Stock consisting of Capital Stock of, or if similar equity interests in, a Subsidiary or other business unit of the Company effects a share split or share combinationCompany, the Conversion Rate shall be adjusted based on the market value of the securities so distributed relative to the market value of the Common Stock, in each case based on the average of the Sale Prices of those securities for each of the 10 consecutive Trading Days commencing on and including the fifth Trading Day after the date on which "ex-distribution trading" commences for such dividend or distribution on the Nasdaq National Market or such other national or regional exchange or market on which the Common Stock is then listed or quoted. With respect to rights to purchase preferred shares or shares of Common Stock that are issued or distributed pursuant to any shareholders' rights plan adopted by the Company (any rights that may be issued pursuant to any such rights plan being referred to as a "RIGHTS PLAN"), to the extent of any conversion of the Securities into Common Stock, to the extent that such Rights Plan is in effect upon such conversion, each Holder of Securities shall receive (to the extent that the Company issues Common Stock upon such conversion), in addition to the Common Stock, if any, upon such conversion, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion). Any distribution of rights or warrants pursuant to the Rights Plan in accordance with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 5.05(c). Rights or warrants, other than rights issued pursuant to a Rights Plan, distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 5.05(c) (and no adjustment to the Conversion Rate under this Section 5.05(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made in accordance with this Section 5.05(c). If any such rights or warrants (including such existing rights or warrants distributed prior to the date hereof) are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness, property or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution or deemed distribution of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 5.05(c) was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained 55 such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. (d) In case the Company shall, by dividend or otherwise, at any time make a distribution, to all or substantially all holders of its Common Stock, consisting exclusively of Cash (a "TRIGGERING DISTRIBUTION"), the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying such Conversion Rate in effect on the record date for such Triggering Distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock, and the denominator shall be such Current Market Price per share of the Common Stock less the amount of the Cash dividend or distribution applicable to one share of Common Stock, such increase to become effective immediately prior to the opening of business on the day following formula: where CR0 = the record date for such Triggering Distribution; provided, however, that in the event the portion of the Triggering Distribution applicable to one share of Common Stock is equal to or greater than the Current Market Price on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Cash such Holder would have received had such Holder converted each Security on such record date. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be effect if such dividend or distribution had not been declared. (e) In case any tender offer made by the Company or any of its Subsidiaries for Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration per share of Common Stock in an amount (determined as the sum of the aggregate amount of Cash consideration and the aggregate fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officer's Certificate delivered to the Trustee) of any other consideration) that exceeds an amount equal to the Current Market Price per share of Common Stock as of the last date (the "EXPIRATION DATE") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "EXPIRATION TIME"), then, immediately prior to the opening of business on the day after the Expiration Date, the Conversion Rate shall be increased so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Record Expiration Date for by a fraction of which the numerator shall be the product of the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price per share of the Common Stock and the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such dividend or distributionmaximum, or being referred to as the open "PURCHASED SHARES") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) at the Expiration Time and the Current Market Price per share of Common Stock, such increase to become effective immediately prior to the opening of business on the effective date of day following the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such share split tender offer, but the Company is permanently prevented by applicable law from effecting any or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for all such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, purchases or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares all such purchases are not split or combined, as the case may berescinded, the Conversion Rate shall again be immediately readjusted, effective as of the date the Board of Directors determines not adjusted to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to be the Conversion Rate that would then be have been in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company distributes to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = upon the number of Common Shares that are outstanding immediately prior shares actually purchased. If the application of this Section 5.05(e) to any tender offer would result in a reduction in the close of business on the Record Date Conversion Rate, no adjustment shall be made for such distribution;tender offer under this Section 5.05(e).

Adjustment of Conversion Rate. (a) The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (A) If the Company exclusively issues Common Shares as a dividend or distribution on all or substantially all of its outstanding Common Shares, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where CR0 = from time to time (without duplication) by SFC as follows: (i) If SFC shall pay a dividend or make a distribution to all holders of outstanding Common Stock in shares of Common Stock, the Conversion Rate in effect immediately prior to the close record date for the determination of business on the Record Date for stockholders entitled to receive such dividend or distribution, or other distribution shall be increased so that the open of business on same shall equal the effective date of such share split or share combination, as the case may be; CR' = rate determined by multiplying the Conversion Rate in effect immediately after prior to such record date by a fraction of which the numerator shall be the sum of the number of shares of Common Stock outstanding at the close of business on such record date plus the Record Date for total number of shares of Common Stock constituting such dividend or distribution, or other distribution and of which the open of business on the effective date of such share split or share combination, as the case may be; OS0 = denominator shall be the number of shares of Common Shares Stock outstanding immediately prior to at the close of business on the Record Date for such record date. Such adjustment shall be made successively whenever any such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; distribution is made and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after such record date. For the close purpose of business on this clause (i), the Record Date for such number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of SFC. SFC will not pay any dividend or distribution, or immediately after make any distribution on Common Stock held in the open treasury of business on the effective date for such share split or share combination, as the case may beSFC. If any dividend or distribution of the type described in this Section 10.05(A) clause is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall again be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, adjusted to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared or announceddeclared. (Bii) If the Company distributes to all SFC shall subdivide its outstanding Common Stock into a greater number of shares, or substantially all holders combine its outstanding Common Stock into a smaller number of the Common Shares any rightsshares, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close day upon which such subdivision or combination becomes effective shall be, in the case of business a subdivision of Common Stock, proportionately increased and, in the case of a combination of Common Stock, proportionately reduced. Such adjustment shall be made successively whenever any such subdivision or combination of the Common Stock occurs and shall become effective immediately after the date upon which such subdivision or combination becomes effective. (iii) If SFC shall issue rights, warrants or options to all holders of its outstanding Common Stock entitling them for a period expiring within 45 days after such issuance to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price per share of Common Stock (as determined in accordance with clause (vii) of this Section 14.05(a)) on the Record Date record date for the determination of stockholders entitled to receive such distribution; CR' = rights, warrants or options, the Conversion Rate in effect immediately after prior thereto shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such record date plus the Record Date number of additional shares of Common Stock offered (or into which the exchangeable or convertible securities so offered are exchangeable or convertible) and of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase (or the aggregate exchange or conversion price of the exchangeable or convertible securities so offered for subscription or purchase, which shall be determined by multiplying the number of shares of Common Stock issuable upon exchange or conversion of such distribution; OS0 = exchangeable or convertible securities by the exchange or conversion price per share of Common Stock pursuant to the terms of such exchangeable or convertible securities) would purchase at the Current Market Price per share of Common Stock on such record date. Such adjustment shall be made successively whenever any such rights, warrants or options are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights, options or warrants (or securities exchangeable or convertible into Common Stock) are exercisable, not all rights, warrants or options (or securities exchangeable or convertible into Common Stock) shall have been exercised, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights, warrants or options been made on the basis of delivery of only the number of Common Shares actually delivered. If such rights, warrants or options are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that are outstanding immediately prior would then be in effect if the record date for the determination of stockholders entitled to receive such rights, warrants or options had not been fixed. In determining whether any rights, warrants or options entitle the close stockholders to subscribe for or purchase shares of business on Common Stock at a price less than the Record Date Current Market Price per share of Common Stock and in determining the aggregate offering price of the total number of shares of Common Stock so offered, there shall be taken into account any consideration received by SFC for such distribution;rights, warrants or options and any amount payable on exercise or exchange thereof, the value of such consideration, if other than cash, to be determined by its Board of Directors. (iv) If SFC shall make a dividend or other distribution to all holders of its Common Stock of securities or other property (including evidences of indebtedness or other assets and cash when the dividend or distribution is not paid exclusively in cash), including shares of Capital Stock or similar equity instruments (excluding (v) any dividend or distribution of Common Stock for which an adjustment was made pursuant to Section 14.05(a)(i), (w) any subdivision or combination of Common Stock for which an adjustment was made pursuant to Section 14.05(a)(ii), (x) any issuance of rights, warrants or options for which an adjustment was made pursuant to Section 14.05(a)(iii), (y) any dividend or distribution paid exclusively in cash for which an adjustment was made pursuant to Section 14.05(a)(v) and (z) any

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (Aa) If In case the Company exclusively issues shall (i) pay a dividend on its Common Shares as Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Stock into a greater number of shares, or (iv) combine its outstanding Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have owned had such Security been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution on and shall become effective immediately after the effective date in the case of subdivision or combination. (b) In case the Company shall issue rights, warrants or options to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the current market price per share of Common Stock (as determined in accordance with subsection (g) of this Section 408) on the record date for the determination of stockholders entitled to receive such rights, warrants or options, the Conversion Rate in effect immediately prior thereto shall be adjusted by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date, plus the number of shares of Common SharesStock so offered for subscription or purchase (or into which the convertible securities so offered are convertible), and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase (or the aggregate Conversion Price of the Securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the Conversion Price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the current market price per share (as defined in Section 408(g) herein). Such adjustment shall be made successively whenever any such rights, warrants or options are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights, warrants or options are exercisable not all rights, warrants or options shall have been exercised, the adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). No adjustment shall be made hereunder if as a result the Conversion Rate would decrease. (c) In case the Company shall distribute to all or substantially all holders of its Common Stock any Equity Interests of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding dividends or distributions referred to in subsection (a)(i) or (ii) of this Section 408), or if the Company effects a share split shall distribute to all or share combinationsubstantially all holders of its Common Stock rights, warrants or options to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 408), then in each such case the Conversion Rate shall be adjusted based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of shareholders entitled to such dividend distribution by a fraction of which the numerator shall be the current market price per share of Common Stock (determined as provided in subsection (g) of this Section 408) on such record date and the denominator shall be such current market price less the fair market value (as determined by the Board of Directors whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the evidences of indebtedness, shares of capital stock, and other assets to be distributed or distribution, of such subscription rights or the open warrants applicable to one share of business Common Stock (determined on the effective date basis of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Shares Stock outstanding immediately prior to the close of business on the Record Date for record date). Such adjustment shall be made successively whenever any such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; distribution is made and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) shall become effective immediately after the close record date for the determination of business on shareholders entitled to receive such distribution. Rights or warrants distributed by the Record Date Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (i) are deemed to be transferred with such dividend shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 408(c) (and no adjustment to the Conversion Rate under this Section 408(c) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or immediately after the open of business on the effective date for such share split any Trigger Event or share combination, as the case may be. If any dividend or distribution other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Rate under this Section 10.05(A408(c), (1) is declared but not so paid in the case of any such rights or madewarrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or any share split repurchase to give effect to such distribution or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combinedTrigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise, the Conversion Rate shall be immediately readjusted, effective readjusted as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination rights and warrants had not never been declared or announcedissued. (Bd) If In case the Company distributes shall, by dividend or otherwise, at any time make a distribution solely in cash to all or substantially all holders of its Common Stock that satisfies the Common Shares conditions described in any rightsof (1), options (2) or warrants (other than 3) below (a "Triggering Distribution"), then the Conversion Rate will be adjusted as set forth in the corresponding subsection. (1) If the distribution is neither a quarterly dividend nor any dividend or distribution in connection with a shareholder rights plan) entitling themthe liquidation, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase dissolution or subscribe for Common Shares, at a price per Common Share less than the average winding up of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, then the Conversion Rate shall be increased based on the following formula: where CR0 = adjusted by multiplying the Conversion Rate in effect immediately prior to the close effectiveness of business on the Record Date for such distribution; CR' = the Conversion Rate adjustment contemplated by this subsection (d)(1) by a fraction (A) the numerator of which shall be (I) the current market price per share of Common Stock (as determined in effect immediately after the close accordance with subsection (g) of business this Section 408) on the Record Date for such distribution; OS0 = Business Day (the "Determination Date") immediately preceding the day on which the Triggering Distribution is declared by the Company, plus (II) the number obtained by dividing the total amount of cash so distributed to all holders of Common Stock by the number of shares of Common Shares that are Stock outstanding on the Determination Date and (B) the denominator of which shall be such current market price per share of Common Stock on the Determination Date. Such adjustment shall become effective immediately prior to the close opening of business following the date on which the Triggering Distribution is paid; provided that, in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the market price per share of Common Stock on the Record Date for Determination Date, an adequate adjustment provision shall be made so that each holder of Securities shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each Security immediately prior to such distribution;. (2) If the distribution is a quarterly dividend that equals or exceeds the Quarterly Minimum Dividend (as determined in accordance with subsection (d)(4) of this

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (A) If In case the Company exclusively issues Common Shares as shall (1) pay a dividend in shares of Common Stock to all holders of Common Stock, (2) make a distribution in shares of Common Stock to all holders of Common Stock, (3) subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or distribution on all or substantially all (4) combine the outstanding shares of its outstanding Common Shares, or if the Company effects Stock into a share split or share combinationsmaller number of shares of Common Stock, the Conversion Rate shall be adjusted based by multiplying the Conversion Rate in effect immediately prior to close of business on the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination by the number of shares of Common Stock which a person who owns only one share of Common Stock immediately before the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination and who is entitled to participate in such dividend, distribution, subdivision or combination would own immediately after giving effect to such dividend, distribution, subdivision or combination (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision or combination not to issue fractional shares of Common Stock). Subject to Section 10.06, any adjustment made pursuant to this Section 10.05(A) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. (B) In case the Company shall issue rights or warrants to all or substantially all holders of Common Stock, entitling them, for a period expiring not more than sixty (60) days immediately following formula: where CR0 = the record date for the determination of holders of Common Stock entitled to receive such rights or warrants, to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock), at a price per share (or having a conversion, exchange or exercise price per share) that is less than the current market price (as determined pursuant to Section 10.05(G)) of Common Stock on the last Trading Day preceding the declaration date for such distribution (the "Declaration Date") of such rights or warrants, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to such declaration date by a fraction of which (A) the numerator shall be the sum of (I) the number of shares of Common Stock outstanding at the close of business on such declaration date and (II) the aggregate number of shares (the "Underlying Shares") of Common Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise), and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding at the close of business on such declaration date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights or warrants would purchase at such current market price. Such increase shall become effective immediately prior to the opening of business on the day following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(B). (C) In case the Company shall dividend or distribute to all or substantially all holders of Common Stock shares of Capital Stock of the Company (other than Common Stock), evidences of Indebtedness or other assets (other than dividends or distributions requiring an adjustment to the Conversion Rate in accordance with Sections 10.05(D), or 10.05(E)), or shall dividend or distribute to all or substantially all holders of Common Stock rights or warrants to subscribe for or purchase securities (other than dividends or distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 10.05(B)), then in each such case the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of stockholders entitled to such dividend or distribution by a fraction of which (A) the numerator shall be the current market price of Common Stock (as determined pursuant to Section 10.05(G)) on such record date and (B) the denominator shall be an amount equal to (I) such current market price less (II) the fair market value (as determined in good faith by the Board of Directors), on such record date, of the portion of the shares of Capital Stock, evidences of Indebtedness, assets, rights and warrants to be dividended or distributed applicable to one share of Common Stock, such increase to become effective immediately prior to the opening of business on the day following such record date; provided, however, that if such denominator is equal to or less than zero, then, in lieu of the foregoing adjustment to the Conversion Rate, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of its Securities, in addition to any consideration otherwise payable as herein provided upon such conversion, an amount, per $1,000 principal amount of such Securities, of shares of Capital Stock, evidences of Indebtedness, assets, rights and/or warrants that a person that owns, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect at the close of business on such record date would have received as a result of such dividend or distribution. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than distributions of rights or warrants requiring an adjustment to the open Conversion Rate in accordance with Section 10.05(B)) (collectively, "Rights") pro rata to holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 10.05(C), make proper provision so that each Holder of a Security who converts such Security (or any portion thereof) on or after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to any consideration otherwise payable as herein provided upon such conversion, a number of Rights, per $1,000 principal amount of such Security, to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the same number of Rights to which a holder of a number of shares of Common Stock equal to the Conversion Rate in effect at the close of business on such record date (or, in the effective date event such distribution is pursuant to a stockholders' rights plan, equal to the number of Net Shares that would be issuable in accordance herewith if such Security were surrendered for conversion immediately before the close of business on such record date) would be entitled at the time of such share split or share combinationconversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such conversion occurs after the Distribution Date, as the case may be; CR' = same number of Rights to which a holder of a number of shares of Common Stock equal to the Conversion Rate in effect immediately after prior to the Distribution Date (or, in the event such distribution is pursuant to a stockholders' rights plan, equal to the number of Net Shares that would be issuable in accordance herewith if such Security were surrendered for conversion immediately before the close of business on the Record Date for such dividend or distribution, or Business Day immediately preceding the open of business Distribution Date) would have been entitled on the effective date Distribution Date in accordance with the terms and provisions of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior and applicable to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may beRights. Any adjustment made under distribution of rights or warrants pursuant to a stockholders' rights plan complying with the requirements set forth in the preceding sentence of this paragraph and with Section 10.13 shall not constitute a distribution of rights or warrants pursuant to this Section 10.05(A) 10.05(C). In no event shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not decreased pursuant to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announcedthis Section 10.05(C). (BD) If In case the Company distributes shall, by dividend or otherwise, at any time make a distribution of cash (excluding any cash that is distributed as part of a distribution requiring a Conversion Rate adjustment pursuant to Section 10.05(E)) to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distributionStock, the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record record date for the determination of holders of Common Stock entitled to such distribution by a fraction (A) whose numerator shall be the current market price per share of Common Stock (as determined pursuant to Section 10.05(G)) on such record date and (B) whose denominator shall be an amount equal to (I) such current market price per share of Common Stock less (II) the amount of the distribution per share of Common Stock; provided, however, that the Conversion Rate shall not be adjusted pursuant to this Section 10.05(d) to the extent, and only to the extent, such adjustment would cause the Conversion Price to be less than one cent ($0.01); provided further that, if the denominator of such fraction shall be equal to or less than zero, the Conversion Rate shall be instead adjusted so that the Conversion Price is equal to one cent ($0.01). An adjustment to the Conversion Rate pursuant to this Section 10.05(D) shall become effective immediately prior to the opening of business on the day immediately following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(D). (E) In case the Company or any Subsidiary shall distribute cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock where the sum of the aggregate amount of such cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors), as of the Expiration Date for (as defined below), of such distribution; CR' = other consideration distributed (such sum, the "Aggregate Amount") expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the "Purchased Shares") exceeds the current market price per share of Common Stock (as determined pursuant to Section 10.05(G)) on the last date (such last date, the "Expiration Date") on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Expiration Date for by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the current market price per share of Common Stock (as determined pursuant to Section 10.05(G)) on the Expiration Date and (b) an amount equal to (i) the number of shares of Common Stock outstanding as of the last time (the "Expiration Time") at which tenders or exchanges could have been made pursuant to such distribution;tender offer or exchange offer (including all Purchased Shares) less (ii) the Purchased Shares and (B) whose denominator is equal to the product of (I) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares) and (II) the current market price per share of Common Stock on the Expiration Date.

Adjustment of Conversion Rate. The applicable Conversion Rate conversion rate as stated in paragraph 7 of the Securities (the "CONVERSION RATE") shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (Aa) If In case the Company exclusively issues Common Shares as shall (i) pay a dividend or on its Common Stock in shares of Common Stock, (ii) make a distribution on all or substantially all its Common Stock in shares of Common Stock, (iii)subdivide its outstanding Common SharesStock into a greater number of shares, or if the Company effects (iv) combine its outstanding Common Stock into a share split or share combinationsmaller number of shares, the Conversion Rate in effect immediately prior thereto shall be adjusted based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date for record date or effective date, as applicable, of such dividend or dividend, distribution, subdivision or the open of business on the effective date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = combination by the number of shares of Common Shares outstanding Stock which a person who owns only one share of Common Stock immediately prior to before the close record date or effective date, as applicable, of business on the Record Date for such dividend or dividend, distribution, subdivision or the open of business on the effective date of combination and who is entitled to participate in such share split dividend, distribution, subdivision or share combinationcombination would own immediately after giving effect to such dividend, as the case may be; and OS' = the number distribution, subdivision or combination (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision or combination not to issue fractional shares of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may beStock). Any An adjustment made under pursuant to this Section 10.05(Asubsection (a) shall become effective immediately after the close record date in the case of business on the Record Date for such a dividend or distribution, or distribution and shall become effective immediately after the open of business on the effective date for such share split or share combination, as in the case may be. If any dividend of subdivision or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announcedcombination. (Bb) If In case the Company distributes shall issue rights or warrants to all or substantially all holders of the its Common Shares any rights, options or warrants Stock entitling them (other than in connection with a shareholder rights plan) entitling them, for a period expiring of not more than forty-five (4560 days after such issuance) days immediately following the announcement date of such distribution, to purchase or subscribe for or purchase shares of Common Shares, Stock (or securities convertible into Common Stock) at a price per Common Share share (or having a conversion price per share) less than the average Current Market Price per share of the Closing Sale Prices Common Stock (as determined in accordance with subsection (e) of the Common Shares over the ten (10this Section 4.07) consecutive Trading Day period ending on the Trading Day immediately preceding record date for the Company’s announcement determination of stockholders entitled to receive such distributionrights or warrants, the Conversion Rate in effect immediately prior thereto shall be increased based on adjusted so that the following formula: where CR0 = same shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which the close numerator shall be the number of business shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible), and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares 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 so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the Current Market Price per share (as defined in subsection (e) of this Section 4.07) of Common Stock on such record date. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (a) of this Section 4.07), or shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 4.07 and also excluding the distribution of rights to all holders of Common Stock pursuant to a Rights Plan (as defined below) adopted before or after the date of this Indenture), then in each such case the Conversion Rate shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Rate by a fraction of which the numerator shall be the Current Market Price per share (as defined in subsection (e) of this Section 4.07) of the Common Stock on the Record Date record date, and of which the denominator shall be the Current Market Price per share (as defined in subsection (e) of this Section 4.07) of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date). Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. In the event the then fair market value (as so determined by the Company) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of a Security shall have the right to receive upon conversion the amount of capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants such Holder would have received had such Holder converted each Security on such record date. In the event that such distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 4.07(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. With respect to any rights that may be issued or distributed pursuant to any rights plan that the Company implements after the date of this Indenture (a "RIGHTS PLAN"), upon conversion of the Securities into cash or, if applicable, shares of Common Stock, to the extent that such Rights Plan is in effect upon such conversion, the holders of Securities will receive, in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in any such Rights Plan. Any distribution of rights or warrants pursuant to a Rights Plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 4.07(c). Rights or warrants (other than rights issued pursuant to a Rights Plan) distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common Stock; CR(ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.07 (and no adjustment to the Conversion Rate under this Section 4.07 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 4.07(c). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other non-cash assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 4.07 was made, (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. (1) In case the Company shall, by dividend or otherwise, at any time distribute (a "TRIGGERING DISTRIBUTION") to all or substantially all holders of its Common Stock cash in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' = Certificate delivered to the Trustee) of any other consideration payable in respect of any tender offer by the Company or a Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Rate Price adjustment pursuant to this Section 4.07 has been made and (B) all other cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Rate adjustment pursuant to this Section 4.07 has been made, exceeds an amount equal to 5.0% of the product of the Current Market Price per share of Common Stock (as determined in accordance with subsection (e) of this Section 4.07) on the Business Day (the "DETERMINATION DATE") immediately preceding the day on which such Triggering Distribution is declared by the Company multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of the Company), the Conversion Rate shall be increased so that the same shall equal the price determined by multiplying such Conversion Rate in effect immediately after prior to the close Determination Date by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock (as determined in accordance with subsection (e) of this Section 4.07) on the Determination Date and the denominator shall be such Current Market Price per share of the Common Stock (as determined in accordance with subsection (e) of this Section 4.07) on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (determined as aforesaid in this Section 4.07(d)(1)) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date), such increase to become effective immediately prior to the opening of business on the Record Date day following the date on which the Triggering Distribution is paid. (2) In case any tender offer made by the Company or any of its Subsidiaries for Common Stock shall expire and such distribution; OS0 = tender offer (as amended upon the number of Common Shares that are outstanding immediately prior to the close of business on the Record Date for such distribution;expiration

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (Aa) If In case the Company exclusively issues shall (i) issue shares of its Common Shares Stock as a dividend or distribution on all its Common Stock or substantially all of (ii) subdivide, combine or reclassify its outstanding Common Shares, or if the Company effects a share split or share combinationStock, the Conversion Rate in effect immediately prior thereto shall be adjusted based so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have been entitled to (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision, combination or reclassification not to issue fractional shares of Common Stock) had such Security been converted immediately prior to the record date of such event or the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share (as determined in accordance with subsection (f) of this Section 7.6) of Common Stock on the following formula: where CR0 = record date for such issuance (other than a distribution of rights pursuant to the Existing Rights Plan), the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; CR' = issuance shall be increased by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior to the close of business on such record date by a fraction of which (A) the Record Date for such dividend or distribution, or numerator shall be the open sum of business on the effective date of such share split or share combination, as the case may be; and OS' = (I) the number of shares of Common Shares Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as (excluding shares held in the case may be. Any adjustment made under this Section 10.05(Atreasury of the Company) shall become effective immediately after at the close of business on such record date and (II) the Record Date aggregate number of shares (the “Underlying Shares”) of Common Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise) and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding (excluding shares held in the treasury of the Company) at the close of business on such record date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such dividend rights or distribution, or warrants would purchase at such Current Market Price per share of Common Stock. Such increase shall become effective immediately after prior to the open opening of business on the effective date for Business Day following such share split or share combination, as record date. In no event shall the case may be. If any dividend or distribution of the type described in Conversion Rate be decreased pursuant to this Section 10.05(A) is declared but not so paid or made, or any share split or combination of 7.6(b). Notwithstanding the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may bepreceding sentence, the Conversion Rate shall will be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, adjusted in accordance with this Section 7.6(b) to the Conversion Rate extent that would then be in effect if such dividend, distribution, share split rights or share combination had warrants are not been declared or announcedexercised prior to their expiration. (Bc) If In case the Company distributes shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Common Shares any rightsCompany, options evidences of indebtedness or other non-Cash assets, or rights or warrants (other than excluding (i) dividends, distributions and rights or warrants referred to in connection with subsection (a) or (b) of this Section 7.6, (ii) distributions referred to in subsection (e) of this Section 7.6 and (iii) the distribution of rights pursuant to a shareholder rights planplan (including the Existing Rights Plan) entitling them, for a period expiring not more than forty-five (45) days immediately following which provision has been made in accordance with the announcement date third paragraph of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distributionthis Section 7.6(c)), the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the distribution by a fraction of which (A) the numerator shall be the Current Market Price per share (as defined in subsection (f) of this Section 7.6)) of the Common Stock on such distribution; CR' = record date and (B) the Conversion Rate in effect immediately after denominator shall be an amount equal to (I) such Current Market Price per share less (II) the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding at the close of business on the Record Date for record date); provided, however, that, in the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such distribution; OS0 = the number rights or warrants applicable to one share of Common Shares Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, then, in lieu of the foregoing adjustment, adequate provision shall be made so that are outstanding each Holder shall have the right to receive upon conversion (in addition to any other consideration payable hereunder upon conversion) the amount of capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants such holder would have received had such holder converted each Security on such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 7.6(c). Such adjustment (if any) shall be made successively whenever any such distribution is made and shall become effective immediately after such record date. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors of the Company determines the fair market value of any distribution for purposes of this Section 7.6(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the applicable Current Market Price per share of Common Stock. The Company shall make adequate provisions such that, upon conversion of the Securities into Common Stock, to the extent that the Existing Rights Plan or any new shareholder rights plan (i.e. poison pill) hereafter implemented by the Company is in effect upon such conversion, the Holders of Securities will receive, in addition to the Common Stock and other consideration payable hereunder upon conversion, the rights described in such Existing Rights Plan or new rights plan (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in such Existing Rights Plan or new rights plan. Any distribution of rights or warrants pursuant to such Existing Rights Plan or new rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 7.6(c). (d) In case the Company shall dividend or distribute (other than in connection with a liquidation, dissolution or winding up of the Company) Cash (a “Cash Dividend”) to all holders of Common Stock (other than a distribution requiring an adjustment to the Conversion Rate pursuant to Section 7.6(e)), the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of holders of Common Stock entitled to such dividend or distribution by a fraction (A) whose numerator shall be the average of the Volume-Weighted Average Prices per share of Common Stock (or, if such Volume-Weighted Average Prices are not available, the Closing Sale Prices) for the five consecutive Trading Days ending on the date immediately preceding the “ex” date (as defined in Section 7.6(f)) for such Cash Dividend or distribution (which average shall be appropriately adjusted by the Board of Directors, in its good faith determination (which determination shall be described in a resolution of the Board of Directors), to account for any adjustment, pursuant hereto, to the Conversion Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the “ex” date of such event occurs, at any time during such five consecutive Trading Days); and (B) whose denominator shall be an amount equal to (I) such average Volume-Weighted Average Price (or, if applicable, average Closing Sale Price) per share of Common Stock less (II) the amount per share of Common Stock of such Cash Dividend or distribution;. An adjustment to the Conversion Rate pursuant to this Section 7.6(d) shall become effective immediately prior to the opening of business on the Business Day immediately following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 7.6(d). (e) In case the Company or any Subsidiary of the Company shall distribute Cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock where the sum of the aggregate amount of such Cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a resolution of the Board of Directors), as of the Expiration Date (as defined below), of such other consideration distributed (such sum, the “Aggregate Amount”) expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the “Purchased Shares”) exceeds the Current Market Price per share (as determined in accordance with subsection (f) of this Section 7.6) of Common Stock on the last date (such last date, the “Expiration Date”) on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Expiration Date by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the Current Market Price per share of Common Stock (as determined in accordance with subsection (f) of this Section 7.6) on the Expiration Date and (b) an amount equal to the number of shares of Common Stock outstanding as of the last time (the “Expiration Time”) at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (excluding Purchased Shares and shares held at such time in the treasury of the Company) and (B) whose denominator is equal to the product of (I) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares but excluding shares held at such time in the treasury of the Company) and (II) such Current Market Price per share of Common Stock on the Expiration Date. An increase, if any, to the Conversion Rate pursuant to this Section 7.6(e) shall become effective immediately prior to the opening of business on the Business Day following the Expiration Date. In the event that the Company or a Subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. If the application of this Section 7.6(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 7.6(e). (f) For the purpose of making a computation pursuant to this Section 7.6, the current market price (the “Current Market Price”) on a date of determination shall mean the average of the Closing Sale Prices per share of Common Stock for the five consecutive Trading Days ending on the date of determination; provided, however, that such Current Market Price shall be appropriately adjusted by the Board of Directors, in its good faith determination (which determination shall be described in a resolution of the Board of Directors), to account for any adjustment pursuant hereto (other than the adjustment requiring such computation) to the Conversion Rate that shall become effective, or any event (other than the event requiring such computation) requiring, pursuant hereto, an adjustment to the Conversion Rate where the “ex” date of such event occurs, at any time during such five consecutive Trading Days. For purposes hereof, the term “ex” date means (i) when used with respect to any dividend or distribution, the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such dividend or distribution; and (ii) when used with respect to any tender offer or exchange offer, the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained after the expiration time of such tender offer or exchange offer (as it may be amended or extended). (g) In any case in which this Section 7.6 shall require that an adjustment be made following a record date or Expiration Date, as the case may be, established for purposes of this Section 7.6, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 7.9) issuing to the Holder of any Security converted after such record date or Expiration Date the shares of Common Stock and other capital stock of the Company, evidences of indebtedness or other non-Cash assets or rights or warrants issuable upon such conversion over and above the shares of Common Stock and other capital stock of the Company, evidences of indebtedness or other non-Cash assets or rights or warrants issuable, or Cash payable, upon such conversion only on the basis of the Conversion Rate prior to adjustment; and, in lieu of the shares, evidences of indebtedness or other non-Cash assets or rights or warrants the issuance of which, or Cash the payment of which, is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence prepared by the Company of the right to receive such shares or Cash, as the case may be. If any distribution in respect of which an adjustment to the Conversion Rate is required to be made as of the record date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect if such record date had not been fixed or such effective date or Expiration Date had not occurred.

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (Aa) If In case the Company exclusively issues Common Shares as shall (1) pay a dividend in shares of Common Stock to all holders of Common Stock, (2) make a distribution in shares of Common Stock to all holders of Common Stock, (3) subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or distribution on all or substantially all (4) combine the outstanding shares of its outstanding Common Shares, or if the Company effects Stock into a share split or share combinationsmaller number of shares of Common Stock, the Conversion Rate shall be adjusted based by multiplying the Conversion Rate in effect immediately prior to close of business on the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination by the number of shares of Common Stock which a person who owns only one share of Common Stock immediately before the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination and who is entitled to participate in such dividend, distribution, subdivision or combination would own immediately after giving effect to such dividend, distribution, subdivision or combination (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision or combination not to issue fractional shares of Common Stock). Any adjustment made pursuant to this Section 11.05(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. (b) In case the Company shall issue rights (other than rights pursuant to a stockholders’ rights plan) or warrants to all or substantially all holders of Common Stock, entitling them, for a period expiring not more than sixty (60) days immediately following formula: where CR0 = the record date for the determination of holders of Common Stock entitled to receive such rights or warrants, to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock), at a price per share (or having a conversion, exchange or exercise price per share) that is less than the current market price (as determined pursuant to Section 11.05(g)) per share of Common Stock on the record date for the determination of holders of Common Stock entitled to receive such rights or warrants, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which (A) the numerator shall be the sum of (I) the number of shares of Common Stock outstanding at the close of business on such record date and (II) the aggregate number of shares (the “Underlying Shares”) of Common Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise), and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding at the close of business on such record date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights or warrants would purchase at such current market price per share of Common Stock. Such increase shall become effective immediately prior to the opening of business on the day following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 11.05(b). (c) In case the Company shall dividend or distribute to all or substantially all holders of Common Stock shares of Capital Stock of the Company or any existing or future Subsidiary (other than Common Stock), evidences of Indebtedness or other assets (other than dividends or distributions requiring an adjustment to the Conversion Rate in accordance with Sections 11.05(d) or 11.05(e)), or shall dividend or distribute to all or substantially all holders of Common Stock rights or warrants to subscribe for or purchase securities (other than dividends or distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 11.05(b)), then in each such case the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of stockholders entitled to such dividend or distributiondistribution by a fraction of which (A) the numerator shall be the current market price per share of Common Stock (as determined pursuant to Section 11.05(g)) on such record date and (B) the denominator shall be an amount equal to (I) such current market price per share of Common Stock less (II) the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), on such record date, of the portion of the shares of Capital Stock, evidences of Indebtedness, assets, rights and warrants to be dividended or distributed applicable to one share of Common Stock, such increase to become effective immediately prior to the open opening of business on the effective date day following such record date; provided, however, that if such denominator is equal to or less than zero, then, in lieu of the foregoing adjustment to the Conversion Rate, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of its Securities, in addition to any consideration otherwise payable as herein provided upon such conversion, an amount, per $1,000 principal amount of such share split or share combinationSecurities, as the case may be; CR' = of shares of Capital Stock, evidences of Indebtedness, assets, rights and/or warrants that a person that owns, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect immediately after at the close of business on the Record Date for such record date would have received as a result of such dividend or distribution. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than distributions of rights or warrants requiring an adjustment to the open Conversion Rate in accordance with Section 11.05(b) and other than rights under the Rights Agreement or stockholders’ rights plan the Company may have in effect at such time) (collectively, “Rights”) pro rata to holders of business Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 11.05(c), make proper provision so that each Holder of a Security who converts such Security (or any portion thereof) on or after the effective record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to any consideration otherwise payable as herein provided upon such conversion, a number of Rights, per $1,000 principal amount of such share split or share combinationSecurity, as the case may be; OS0 = equal to the number of Rights to which a holder of a number of shares of Common Shares outstanding immediately prior Stock equal to the Conversion Rate in effect at the close of business on such record date would be entitled at the Record Date for such dividend or distribution, or the open of business on the effective date time of such share split or share combination, as conversion in accordance with the case may be; terms and OS' = provisions of and applicable to the number Rights. Notwithstanding the first sentence of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 10.05(A) 11.05(c), a distribution of rights pursuant to a stockholders’ rights plan shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any not constitute a dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, requiring an adjustment to the Conversion Rate pursuant to the first sentence of this Section 11.05(c), provided that would then (1) such rights have not separated from the Common Stock at the time of such distribution; and (2) the Company has made adequate provision in accordance with Section 11.13 for Holders to receive such rights upon conversion. In no event shall the Conversion Rate be in effect if such dividend, distribution, share split or share combination had not been declared or announceddecreased pursuant to this Section 11.05(c). (Bd) If In case the Company distributes shall, by dividend or otherwise, at any time make a distribution of cash (excluding any cash that is distributed as part of a distribution requiring a Conversion Rate adjustment pursuant to Section 11.05(e)) to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distributionStock, the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Ex Date for such distributiondistribution by a fraction (A) whose numerator shall be the current market price per share of Common Stock (as determined pursuant to Section 11.05(g)) on such record date and (B) whose denominator shall be an amount equal to (I) such current market price per share of Common Stock less (II) the amount of the distribution per share of Common Stock; CR' = provided, however, that the Conversion Rate shall not be adjusted pursuant to this Section 11.05(d) to the extent, and only to the extent, such adjustment would cause the Conversion Price to be less than one cent ($0.01) (which minimum amount shall be subject to appropriate adjustments, in the good faith determination of the Board of Directors (whose determination shall be described in a Board Resolution), to account for stock splits and combinations, stock dividends, reclassifications and similar events); provided further that, if the denominator of such fraction shall be equal to or less than zero, the Conversion Rate shall be instead adjusted so that the Conversion Price is equal to one cent ($0.01) (as adjusted in accordance with the immediately preceding proviso). An adjustment to the Conversion Rate pursuant to this Section 11.05(d) shall become effective immediately after the opening of business on the such Ex Date. In no event shall the Conversion Rate be decreased pursuant to this Section 11.05(d). (e) In case the Company or any Subsidiary shall distribute cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock where the sum of the aggregate amount of such cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution), as of the Expiration Date (as defined below), of such other consideration distributed (such sum, the “Aggregate Amount”) expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the “Purchased Shares”) exceeds the Closing Sale Price per share of Common Stock on the first Trading Day after last date (such last date, the “Expiration Date”) on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Expiration Date by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the Closing Sale Price per share of Common Stock on the first Trading Day after the Expiration Date and (b) an amount equal to (i) the number of shares of Common Stock outstanding as of the last time (the “Expiration Time”) at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (including all Purchased Shares) less (ii) the Purchased Shares and (B) whose denominator is equal to the product of (I) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares) and (II) such Closing Sale Price per Common Share. An increase, if any, to the Conversion Rate pursuant to this Section 11.05(e) shall become effective immediately prior to the opening of business on the second (2nd) Business Day following the Expiration Date. In the event that the Company or a Subsidiary is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. If the application of this Section 11.05(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such distribution;tender offer or exchange offer under this Section 11.05(e). (f) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company, from time to time and to the extent permitted by law and by the rules of the NASDAQ Global Select Market, may increase the Conversion Rate by any amount for a period of at least twenty (20) days or such longer period as may be required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company, provided, that such increase will not cause the then effective Conversion Price to be less than one cent ($0.01) (which minimum amount shall be subject to appropriate adjustments, in the good faith determination of the Board of Directors (whose determination shall be described in a Board Resolution), to account for stock splits and combinations, stock dividends, reclassifications and similar events). Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Securities at such Holder’s address as the same appears on the registry books of the Registrar, at least fifteen (15) days prior to the date on which such increase commences. (g) For the purpose of any computation under subsections (a), (b), (c) or (d) above of this Section 11.05, the current market price per share of Common Stock on any date shall be deemed to be the average of the Closing Sale Prices for the ten (10) consecutive Trading Days ending on, but excluding, the earlier of such date and the Ex Date with respect to the issuance or distribution requiring such computation; provided, however, that such current market price per share of Common Stock shall be appropriately adjusted by the Company, in its good faith determination, to account for any adjustment, pursuant hereto, to the Conversion Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the Ex Date of such event occurs, at any time during the period that begins on, and includes, the first day of such ten (10) consecutive Trading Days and ends on, and includes, the date when the adjustment to the Conversion Rate on account of the event requiring the computation of such current market price becomes effective.

Adjustment of Conversion Rate. The applicable Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (Aa) If the Company exclusively issues Common Shares as shall (1) pay a dividend in shares of Common Stock to all holders of Common Stock, (2) make a distribution in shares of Common Stock to all holders of Common Stock, (3) subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or distribution on all or substantially all (4) combine the outstanding shares of its outstanding Common Shares, or if the Company effects Stock into a share split or share combinationsmaller number of shares of Common Stock, the Conversion Rate shall be adjusted based by multiplying the Conversion Rate in effect immediately prior to close of business on the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination by the number of shares of Common Stock which a person who owns only one share of Common Stock immediately before the record date or effective date, as applicable, of such dividend, distribution, subdivision or combination and who is entitled to participate in such dividend, distribution, subdivision or combination would own immediately after giving effect to such dividend, distribution, subdivision or combination (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision or combination not to issue fractional shares of Common Stock). Any adjustment made pursuant to this Section 10.05(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. (b) If the Company shall issue rights or warrants to all or substantially all holders of Common Stock, entitling them, for a period expiring not more than sixty (60) calendar days immediately following formula: where CR0 = the record date for the determination of holders of Common Stock entitled to receive such rights or warrants, to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock), at a price per share (or having a conversion, exchange or exercise price per share) that is less than the Current Market Price (as determined pursuant to Section 10.05(g)) per share of Common Stock on the record date for the determination of holders of Common Stock entitled to receive such rights or warrants, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which (A) the numerator shall be the sum of (I) the number of shares of Common Stock outstanding at the close of business on such record date and (II) the aggregate number of shares (the “Underlying Shares”) of Common Stock underlying all such issued rights or warrants (whether by exercise, conversion, exchange or otherwise), and (B) the denominator shall be the sum of (I) number of shares of Common Stock outstanding at the close of business on such record date and (II) the number of shares of Common Stock which the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights or warrants would purchase at such current market price per share of Common Stock; provided, however, no adjustment shall be made pursuant to this Section 10.05(b) solely by reason of a distribution of rights pursuant to a shareholders’ rights plan, provided the Company has complied with the provisions of Section 10.13 with respect to such shareholders’ rights plan and distribution. Such increase shall become effective immediately prior to the opening of business on the day following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(b). (c) If the Company shall dividend or distribute to all or substantially all holders of Common Stock shares of Capital Stock of the Company or any existing or future Subsidiary (other than Common Stock), evidences of Indebtedness or other assets (other than dividends or distributions requiring an adjustment to the Conversion Rate in accordance with Sections 10.05(d) or 10.05(e)), or shall dividend or distribute to all or substantially all holders of Common Stock rights or warrants to subscribe for or purchase securities (other than dividends or distributions of rights or warrants requiring an adjustment to the Conversion Rate in accordance with Section 10.05(b)), then in each such case the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date record date for the determination of stockholders entitled to such dividend or distribution by a fraction of which (A) the numerator shall be the Current Market Price per share of Common Stock (as determined pursuant to Section 10.05(g)) on such record date and (B) the denominator shall be an amount equal to (I) such Current Market Price per share of Common Stock less (II) the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), on such record date, of the portion of the shares of Capital Stock, evidences of Indebtedness, assets, rights and warrants to be dividended or distributed applicable to one share of Common Stock, such increase to become effective immediately prior to the opening of business on the day following such record date; provided, however, that if such denominator is equal to or less than zero, then, in lieu of the foregoing adjustment to the Conversion Rate, adequate provision shall be made so that each Holder shall upon conversion of its Securities, in addition to any consideration otherwise payable as herein provided upon such conversion, receive an amount, per $1,000 principal amount of such Securities, of shares of Capital Stock, evidences of Indebtedness, assets, rights and/or warrants that a person that owns, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect at the close of business on such record date would have received as a result of such dividend or distribution. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than distributions of rights or warrants requiring an adjustment to the open Conversion Rate in accordance with Section 10.05(b)) (collectively, “Rights”) pro rata to holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 10.05(c), make proper provision so that each Holder of a Security who converts such Security (or any portion thereof) on or after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to any consideration otherwise payable as herein provided upon such conversion, a number of Rights, per $1,000 principal amount of such Security, to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the “Distribution Date”), the same number of Rights to which a holder of a number of shares of Common Stock equal to the Conversion Rate in effect at the close of business on such record date (or, in the effective date event such distribution is pursuant to a shareholders’ rights plan, equal to the number of Net Shares that would be issuable in accordance herewith if such Security were surrendered for conversion immediately before the close of business on such record date) would be entitled at the time of such share split or share combinationconversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such conversion occurs after the Distribution Date, as the case may be; CR' = same number of Rights to which a holder of a number of shares of Common Stock equal to the Conversion Rate in effect immediately after prior to the Distribution Date (or, in the event such distribution is pursuant to a shareholders’ rights plan, equal to the number of Net Shares that would be issuable in accordance herewith if such Security were surrendered for conversion immediately before the close of business on the Record Date for such dividend or distribution, or Business Day immediately preceding the open of business Distribution Date) would have been entitled on the effective date Distribution Date in accordance with the terms and provisions of such share split or share combination, as the case may be; OS0 = the number of Common Shares outstanding immediately prior and applicable to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and OS' = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may beRights. Any adjustment made under distribution of rights or warrants pursuant to a shareholders’ rights plan complying with the requirements set forth in the preceding sentence of this paragraph and with Section 10.13 shall not constitute a distribution of rights or warrants pursuant to this Section 10.05(A) 10.05(c). In no event shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(A) is declared but not so paid or made, or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not decreased pursuant to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announcedthis Section 10.05(c). (Bd) If the Company distributes shall, by dividend or otherwise, at any time make a distribution of cash (excluding any cash that is distributed as part of a distribution requiring a Conversion Rate adjustment pursuant to Section 10.05(e)) to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to purchase or subscribe for Common Shares, at a price per Common Share less than the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distributionStock, the Conversion Rate shall be increased based on the following formula: where CR0 = by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record record date for the determination of holders of Common Stock entitled to such distribution by a fraction (A) whose numerator shall be the Current Market Price per share of Common Stock (as determined pursuant to Section 10.05(g)) on such record date and (B) whose denominator shall be an amount equal to (I) such Current Market Price per share of Common Stock less (II) the amount of the distribution per share of Common Stock; provided, however, that the Conversion Rate shall not be adjusted pursuant to this Section 10.05(d) to the extent, and only to the extent, such adjustment would cause the Conversion Price to be less than sixty-six and two-thirds cents ($0.66-2/3) (which minimum amount shall be subject to appropriate adjustments, in the good faith determination of the Board of Directors (whose determination shall be described in a Board Resolution), to account for stock splits and combinations, stock dividends, reclassifications and similar events); provided further that, if the denominator of such fraction shall be equal to or less than zero, the Conversion Rate shall be instead adjusted so that the Conversion Price is equal to sixty-six and two-thirds cents ($0.66-2/3) (as adjusted in accordance with the immediately preceding proviso). An adjustment to the Conversion Rate pursuant to this Section 10.05(d) shall become effective immediately prior to the opening of business on the day immediately following such record date. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(d). (e) If the Company or any Subsidiary shall distribute cash or other consideration in respect of a tender offer or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock where the sum of the aggregate amount of such cash distributed and the aggregate fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution), as of the Expiration Date for (as defined below), of such distribution; CR' = other consideration distributed (such sum, the “Aggregate Amount”) expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the “Purchased Shares”) exceeds the current market price per share of Common Stock (as determined pursuant to Section 10.05(g)) on the last date (such last date, the “Expiration Date”) on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the close of business on the Record Expiration Date by a fraction (A) whose numerator is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the Current Market Price per share of Common Stock (as determined pursuant to Section 10.05(g)) on the Expiration Date and (b) an amount equal to (i) the number of shares of Common Stock outstanding as of the last time (the “Expiration Time”) at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (including all Purchased Shares) less (ii) the Purchased Shares and (B) whose denominator is equal to the product of (I) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares) and (II) the Current Market Price per share of Common Stock on the Expiration Date. An increase, if any, to the Conversion Rate pursuant to this Section 10.05(e) shall become effective immediately prior to the opening of business on the Business Day following the Expiration Date. In the event that the Company or a Subsidiary is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. If the application of this Section 10.05(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 10.05(e). (f) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company, from time to time and to the extent permitted by law and the continued listing requirements of the Nasdaq Global Select Market, may increase the Conversion Rate by any amount for a period of at least twenty (20) calendar days or such longer period as may be permitted by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and the Conversion Agent and shall mail notice of such increase to each Holder of Securities at such Holder’s address as the same appears on the registry books of the Registrar, at least fifteen (15) days prior to the date on which such increase commences. (g) For the purpose of any computation under subsections (a), (b), (c) (d) or (e) above of this Section 10.05, the current market price per share of Common Stock (the “Current Market Price”) on the date fixed for determination of the stockholders entitled to receive the issuance or distribution requiring such computation (the “Determination Date”) shall be deemed to be the average of the Closing Sale Prices for the ten (10) consecutive Trading Days ending on, and including, the earlier of the Determination Date and the Ex Date with respect to such issuance or distribution, and, for the purpose of any computation under Section 10.05(e), the Current Market Price per share of Common Stock on the Expiration Date for the tender offer or exchange offer requiring such distribution;computation shall be deemed to be the average of the Closing Sale Price for the ten (10) consecutive Trading Days immediately preceding, and including, the Expiration Date; provided, however, that such Current Market Price per share of Common Stock shall be appropriately adjusted by the Board of Directors, in its good faith determination (which determination shall be described in a Board Resolution), to account for any adjustment, pursuant hereto, to the Conversion Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the Ex Date of such event occurs, at any time during the period that begins on, and includes, the first day of such ten (10) consecutive Trading Days and ends on, and includes, the date when the adjustment to the Conversion Rate on account of the event requiring the computation of such Current Market Price becomes effective.