Common use of Cash Dividends and Other Distributions Clause in Contracts

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, than in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e4(a), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4(c) or and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be such Current Market Value (as hereinafter defined) per share of Common Stock on the Fair record date for such dividend or distribution, and the denominator of which shall be such Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b4(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each this Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company If CEDC shall distribute to all holders of CEDC Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities (other than any dividend or distribution described in Clause 5.2.2(b)) or (ii) any options, warrants warrants, or other rights to subscribe for or purchase any of the foregoing (other thanthan any rights, options, warrants, or securities described below), that, in each the case set forth in of both clause (i) and clause (ii)) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of CEDC Common Stock as of the trading day immediately preceding the declaration of such distribution (xthe “FMV Date”) that exceeds 3% of the Fair Market Value of one share of CEDC Common Stock on the FMV Date, then in each such case the number of unissued Consideration Shares shall be increased in each case to the number obtained by multiplying (A) the number of unissued Consideration Shares, before such adjustment, and (B) the quotient of (1) the Fair Market Value of one share of CEDC Common Stock on the last trading day preceding the first date on which the CEDC Common Stock trades regular way without the right to receive such distribution, divided by (2) the Fair Market Value calculated in clause (1) minus the amount of cash and/or the Fair Market Value of any dividend evidences of indebtedness, other property or distribution described in Section 3(a) or Section 3(e), (y) any rightssecurities, options, warrants or other Convertible Securities described rights to subscribe for or purchase the foregoing so distributed in Section 3(c) or (z) in connection with any transaction resulting in respect of one share of CEDC Common Stock. In the issuance of additional warrants pursuant to Section 3(m))event that such distribution is not so made, then (1) no such adjustment to the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment unissued Consideration Shares shall be made pursuant to this Section 3(bClause 5.2.2(d). Notwithstanding anything in this Clause 5.2.2(d) which shall have to the effect of decreasing contrary, no adjustment to the number of unissued Consideration Shares shall be made pursuant to this Clause 5.2.2(d) as a result of the issuance or other sale by CEDC of any of its shares of CEDC Common Stock purchasable upon (A) the conversion or exchange of any of CEDC’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Agreement, (B) the grant or exercise of each Warrant any stock options, restricted stock, restricted stock units, stock appreciation rights or increasing other forms of stock or stock-based rights granted to officers, directors or employees of CEDC pursuant to a stock option plan, benefit plan or incentive plan of CEDC, whether in effect as of the Exercise Pricedate of this Agreement or approved by the Board of Directors of CEDC after the date of this Agreement, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of shares of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a4.1(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.1(c)) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant issuable immediately prior to the record date for any such dividend or distribution upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock Warrant Share and (y) the Fair Current Market Value of the portion, if any, of the distribution applicable to one share of Common Stock Warrant Share consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price denominator of which shall be adjusted to a number determined by dividing the Exercise Price Current Market Value of the shares of Common Stock comprising one Warrant Share immediately prior to after such record date by the above fractiondividend or other distribution. Such adjustments adjustment shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.1(b) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of shares of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b4.1(b) which shall have the effect of decreasing the number of shares of Common Stock Warrant Shares purchasable upon exercise of each Warrant or increasing the Exercise PriceWarrant.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e), 6.1 and (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) 6.3 or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)6.4), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Warrantholder upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective as made; PROVIDED that the Company is not required to make an adjustment pursuant to this Section 6.2 if at the time of such distribution the date of distribution, retroactive Company makes the same distribution to the record date Warrantholder as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for any such distributionwhich this Warrant is exercisable. No adjustment shall be made pursuant to this Section 3(b) 6.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each this Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) 4.1, or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), 4.3 then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a Board resolution, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights (notwithstanding the foregoing, if the Fair Value in the above formula equals or exceeds the Current Market Value per share of Common Stock in the above formula, then the Current Market Value per share of Common Stock shall be equal to the fair value per share of the Common Stock on the record date as determined in good faith by the Board and (2) described in a Board resolution); and the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock (other than its Common Stock) or any other properties or securities, securities or (iib) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (ia) and (iib), (xi) any dividend or distribution described in Section 3(a) 4.1 or Section 3(e), (yii) any rightsregular cash dividend, options, warrants or other Convertible Securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)including increases thereof), then (1) the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock (excluding any regular cash dividends, including increases thereof) and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) notwithstanding the Exercise Price foregoing, if the Fair Value per share of Common Stock in the above formula equals or exceeds the Current Market Value per share of Common Stock in the above formula, then the Current Market Value per share of Common Stock shall be adjusted equal to the Fair Value per share of the Common Stock on the record date as determined in good faith by the Board, whose determination shall be evidenced by a number board resolution filed with the Warrant Agent, a copy of which will be sent to the Holders upon request). If the majority of the Holders object to the Fair Value as determined by dividing the Exercise Price immediately prior Board under the terms of this Section 4.2, then the Board shall be required to such record date by retain an investment banking firm of recognized national standing to determine the above fractionFair Value of the matter in question. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No ; provided, however, that the Company is not required to make an adjustment shall be made pursuant to this Section 3(b) which shall have 4.2 if at the effect time of decreasing such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock based on the number of shares of Common Stock purchasable upon exercise of each Warrant for which such Warrants are exercisable (whether or increasing the Exercise Pricenot currently exercisable).

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Class A Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, than in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e4(a), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4(c) or and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Class A Common Stock purchasable issuable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Class A Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair such Current Market Value (as hereinafter defined) per share of Class A Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Class A Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Class A Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Holders upon request) of the portion, if any, of the distribution applicable to one share of Class A Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b4(b) which shall have the effect of decreasing the number of shares of Class A Common Stock purchasable issuable upon exercise of each this Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, than in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e5(a), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c5(c) or and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be such Current Market Value (as hereinafter defined) per share of Common Stock on the Fair record date for such dividend or distribution, and the denominator of which shall be such Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b5(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each this Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) 3.1 or Section 3(e), 3.4 or (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) 3.3 or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)3.4), then (1i) the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value fair value (the "FAIR VALUE") (as determined in good faith by the Board, whose determination shall be evidenced by a Board resolution, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights and (2ii) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; PROVIDED, HOWEVER, that the Company is not required to make an adjustment pursuant to this Section 3.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable. No adjustment shall be made pursuant to this Section 3(b) 3.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e), 6.1 and (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) 6.3 or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)6.4), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Warrantholder upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective as made; provided that the Company is not required to make an adjustment pursuant to this Section 6.2 if at the time of such distribution the date of distribution, retroactive Company makes the same distribution to the record date Warrantholder as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for any such distributionwhich this Warrant is exercisable. No adjustment shall be made pursuant to this Section 3(b) 6.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each this Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for for, purchase, or purchase which are convertible into, any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings other than extraordinary cash dividends), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution to which this Section 4.02 applies is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Series B Preferred Stock or Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock indebtedness or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) 5.01 or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c5.03) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Series B Preferred Stock or Common Stock purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Series B Preferred Stock or Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share share, on such record date, of Series B Preferred Stock or Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Series B Preferred Stock or Common Stock less the sum of (x) the per share amount of any cash distributed per share in respect of Series B Preferred Stock or Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a resolution of the Board of Directors, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Series B Preferred Stock or Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the rights. The Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 5.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Series B Preferred Stock or Common Stock pro rata based on the number of shares of Series B Preferred Stock or Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 5.02 which shall have the effect of decreasing the number of shares of Series B Preferred Stock or Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company CyberShop shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other assets, properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other assets or property, optionswarrants, warrants options or subscription or purchase rights and (2) rights; and, subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that CyberShop is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution CyberShop makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 and (C) any ordinary cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.11, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.Section

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cashcash (other than (x) the regular quarterly cash dividend of the Company and, (y) any such dividend to the Holder in connection with the Company's initial public offering), evidences of its indebtedness, shares of its capital stock or any other properties or securities, or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) 3.1 or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)3.3), then (1) the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased (proportionately among the Tranches in accordance with the number of purchasable shares of Common Stock remaining in each of the Tranches at such time) to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution (assuming there were no conditions to exercise) by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 3.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are then exercisable. No adjustment shall be made pursuant to this Section 3(b) 3.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock Capital Stock, or any other properties or securities, securities (other than any dividend or distribution described in Section 5.01) or (ii) any options, warrants warrants, or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e), (y) than any rights, options, warrants warrants, or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)5.03), then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to any Holder upon such Holder's request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, warrants, options, warrants or subscription or of purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 5.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) which shall 5.02 that would have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at -------------------------------------- any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, assets, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clauses (i) and (ii)) above, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.1, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.3 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)a cash dividend that is not an Extraordinary Cash Dividend), then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on as of the record date for such distributiondistribution plus the fair market value (as determined by the Board of Directors of the Company acting in good faith, whose determination shall be evidenced by a board resolution, dated within 30 days of the relevant record date) as of such record date of such Extraordinary Cash Dividend, the evidences of indebtedness, shares of capital stock or other assets, properties or securities, or any options, warrants or rights to subscribe for or purchase any of the foregoing, to be dividended or distributed in respect of one share of Common Stock, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum as of (x) any cash distributed per share of Common Stock such record date; and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, -------- ------- that the Company is not required to make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, than in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e4(a), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4(b) or and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be such Current Market Value (as defined in Section 4(h)) per share of Common Stock on the Fair record date for such dividend or distribution, and the denominator of which shall be such Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Holder upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b4(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each this Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or -------------------------------------- from time to time after the date hereof, hereof the Company shall distribute to all holders Holders of Common Stock Shares (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a4.1(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.1(c)) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to by a number of additional Shares determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant Shares issuable immediately prior to the record date for any such dividend or distribution upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock Warrant Share and (y) the Fair Current Market Value of the portion, if any, of the distribution applicable to one share of Common Stock Warrant Share consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price denominator of which shall be adjusted to a number determined by dividing the Exercise Price Current Market Value of the Shares comprising one Warrant Share immediately prior to after such record date by the above fractiondividend or other distribution. Such adjustments adjustment shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment -------- ------- pursuant to this Section 4.1(b) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Shares pro rata based on the number of Shares for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b4.1(b) which shall have the effect of decreasing the number of shares of Common Stock Warrant Shares purchasable upon exercise of each Warrant or increasing the Exercise PriceWarrant.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or 20 16 distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08 the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that -------------------------------------- at any time or from time to time after the date hereof, the Company Careside shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other assets, properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other assets or property, optionswarrants, warrants options or subscription or purchase rights and (2) rights; and, subject to Section 4.07, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that Careside is not required to make an adjustment pursuant -------- ------- to this Section 4.02 if at the time of such distribution Careside makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, assets, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clauses (i) and (ii)) above, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.1, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.3 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)a cash dividend that is not an Extraordinary Cash Dividend), then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on as of the record date for such distributiondistribution plus the fair market value (as determined by the Board of Directors of the Company acting in good faith, whose determination shall be evidenced by a board resolution, dated within 30 days of the relevant record date) as of such record date of such Extraordinary Cash Dividend, the evidences of indebtedness, shares of capital stock or other assets, properties or securities, or any options, warrants or rights to subscribe for or purchase any of the foregoing, to be dividended or distributed in respect of one share of Common Stock, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum as of (x) any cash distributed per share of Common Stock such record date; and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that -------------------------------------- at any time or from time to time after the date hereof, the Company Careside shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other assets, properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other assets or property, optionswarrants, warrants options or subscription or purchase rights and (2) rights; and, subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that Careside is not required to make an adjustment pursuant -------- ------- to this Section 4.02 if at the time of such distribution Careside makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of shares of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a4.1(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.1(c)) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant issuable immediately prior to the record date for any such dividend or distribution upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock Warrant Share and (y) the Fair Current Market Value of the portion, if any, of the distribution applicable to one share of Common Stock Warrant Share consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price denominator of which shall be adjusted to a number determined by dividing the Exercise Price Current Market Value of the shares of Common Stock comprising one Warrant Share immediately prior to after such record date by the above fractiondividend or other distribution. Such adjustments adjustment shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; PROVIDED, HOWEVER, that the Company is not required to make an adjustment pursuant to this Section 4.1(b) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of shares of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b4.1(b) which shall have the effect of decreasing the number of shares of Common Stock Warrant Shares purchasable upon exercise of each Warrant or increasing the Exercise PriceWarrant.

Cash Dividends and Other Distributions. In If and whenever the event that at any time or from time Company subsequent to time after the date hereof, the Company hereof shall distribute to all the holders of the Common Stock Stock: (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock Shares or any other properties or securities, securities or (iib) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other thanbut for purposes of avoiding duplicative adjustments, in each case set forth in excluding (i) and (ii), (x) any such dividend or distribution described in Section 3(a4.2(a) or Section 3(e), (yii) any rights, options, warrants Purchase Rights described in Section 4.2(c) or other Convertible Securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m4.2(d)), then (1) the number Exercise Price in respect of shares of Common Stock purchasable upon the exercise of this a Warrant shall be increased decreased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant Exercise Price immediately prior to the record date for any such dividend or distribution by a fraction, : (Ai) the numerator of which shall be the Fair Current Market Value per Price of a share of Common Stock on as of the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock distribution less the sum of (x) any cash distributed per in respect of one share of Common Stock and (y) the Fair Market Value of the portion, if any, of the such distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stockShares, other properties or securities, other propertyrights, options, warrants options or subscription or purchase rights and warrants; and (2ii) the Exercise Price denominator of which shall be adjusted to such Current Market Price. Notwithstanding the foregoing, if the Fair Value per share of Common Stock equals or exceeds the Current Market Price of a number determined by dividing the Exercise Price immediately prior to such record date by share of Common Stock as used in the above fractionformula, then the Current Market Price per share of Common Stock for such purpose shall be equal to the Fair Value of a share of Common Stock. Such adjustments An adjustment pursuant to this Section 4.2(g) shall be made whenever any distribution is made and shall become effective as of retroactively to the date of distribution, retroactive to immediately after the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cashcash (other than the regular quarterly cash dividend of the Company), evidences of its indebtedness, shares of its capital stock or any other properties or securities, or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e)3.1, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) 3.3 or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)3.13), then (1) the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the “Fair Market Value Value”) (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares shames of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 3.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are then exercisable. No adjustment shall be made pursuant to this Section 3(b) 3.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other assets, properties or securities, debt securities or (ii) any options, warrants or other rights to subscribe subscribed for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other assets or property, optionswarrants, warrants options or subscription or purchase rights and (2) rights; and, subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above aforementioned fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders Holders of shares of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a4.1(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.1(c)) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant issuable immediately prior to the record date for any such dividend or distribution upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock Warrant Share and (y) the Fair Current Market Value of the portion, if any, of the distribution applicable to one share of Common Stock Warrant Share consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price denominator of which shall be adjusted to a number determined by dividing the Exercise Price Current Market Value of the shares of Common Stock comprising one Warrant Share immediately prior to after such record date by the above fractiondividend or other distribution. Such adjustments adjustment shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.1(b) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of shares of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b4.1(b) which shall have the effect of decreasing the number of shares of Common Stock Warrant Shares purchasable upon exercise of each Warrant or increasing the Exercise PriceWarrant.

Cash Dividends and Other Distributions. In If, when the event that at any time or from time to time after Exercise Price is greater than the date hereofFair Market Value, the Company shall distribute to all holders of Common Stock (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities (other than any dividend or distribution described in Section 4.2) or (iib) any options, warrants warrants, or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e), (y) than any rights, options, warrants, or securities described below), the Holder shall thereafter be entitled, in addition to the Warrant Shares receivable upon exercise of the Warrant, to receive, upon the exercise of the Warrant, the same cash, evidences of indebtedness, other property or securities, or options, warrants or other Convertible Securities described in rights to subscribe for or purchase the foregoing that the Holder would have received if such Holder had exercised this Warrant immediately prior to such distribution. At the time of such distribution, the Company shall make appropriate reserves to ensure the timely performance of the provisions of this Section 3(c4.4; provided, however, that the Holder shall not be entitled to receive any of the foregoing upon the exercise of this Warrant (i) or (z) in connection with any transaction resulting in if, at the issuance time of additional warrants pursuant such distribution, the Company makes the same distribution to Section 3(m)), then (1) the Holder of this Warrant as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock purchasable upon the exercise of for which this Warrant shall be increased to is exercisable (whether or not currently exercisable), or (ii) as a number determined result of the issuance or other sale by multiplying the number Company of any of its shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator conversion or exchange of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other property, options, warrants convertible or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective exchangeable securities are outstanding as of the date of distributionthis Agreement, retroactive (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the record date for any such distribution. No adjustment shall be made Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Section 3(bAgreement or approved by the Board of Directors of the Company after the date of this Agreement, or (C) which shall have the effect grant or issuance of decreasing the number of shares rights to holders of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Pricepursuant to a rights offering.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause, (i) and (ii)) above, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or distributions from current or retained earnings other than Extraordinary Cash Dividends), then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value Price per share of Common Stock on as of the record date for such distributiondistribution plus the fair market value (as determined by the Board of Directors of the Company acting in good faith, whose determination shall be evidenced by a board resolution) as of such record date of such Extraordinary Cash Dividend, the evidences of indebtedness, shares of capital stock or other assets, properties or securities, or any options, warrants or rights to subscribe for or purchase any of the foregoing, to be dividend or distributed in respect of one share of Common Stock, and (B) the denominator of which shall be such Fair Market Value Price per share of Common Stock less the sum as of (x) any cash distributed per share of Common Stock such record date; and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for for, purchase, or purchase which are convertible into, any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings other than Extraordinary Cash Dividends), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution to which this Section 4.02 applies is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings other than Extraordinary Cash Dividends), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and Section 4.04 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or distributions from current or retained earnings other than Extraordinary Cash Dividends), then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; PROVIDED, HOWEVER, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (ia) any dividend (other than non-extraordinary dividends payable out of current earnings and profits) or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (iib) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (ia) and (iib), (xi) any such dividend or distribution described in Section 3(a) 5.1 or Section 3(e), (yii) any rights, options, warrants or other Convertible Securities securities described in Section 3(c5.3) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock purchasable upon with respect to which the exercise Holder of this Warrant a CVR shall be entitled to a Contingent Value Payment shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable with respect to which a Contingent Value Payment would have been payable upon the exercise of this Warrant such CVR immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the CVR Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) notwithstanding the Exercise Price foregoing, if the Fair Value per share of Common Stock in the above formula equals or exceeds the Current Market Value per share of Common Stock in the above formula, then the Current Market Value per share of Common Stock shall be adjusted equal to a number determined by dividing the Exercise Price immediately prior to such Fair Value per share of the Common Stock on the record date as determined in good faith by the above fractionBoard and described in a Board resolution filed with the CVR Agent). Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No ; provided, however, that the Company is not required to make an adjustment shall be made pursuant to this Section 3(b) which shall have 5.2 if at the effect time of decreasing such distribution the Company makes the same distribution to Holders of CVRs as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock purchasable upon exercise of each Warrant for which such CVRs are exercisable (whether or increasing the Exercise Pricenot currently exercisable).

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights and (2) rights; and, subject to Section 4.09, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are then exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders Holders of Common Stock Ordinary Shares (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a4.1(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.1(c)) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant Ordinary Shares issuable immediately prior to the record date for any such dividend or distribution upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock Warrant Share and (y) the Fair Current Market Value of the portion, if any, of the distribution applicable to one share of Common Stock Warrant Share consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price denominator of which shall be adjusted to a number determined by dividing the Exercise Price Current Market Value of the Ordinary Shares comprising one Warrant Share immediately prior to after such record date by the above fractiondividend or other distribution. Such adjustments adjustment shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.1(b) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Ordinary Shares pro rata based on the number of Ordinary Shares for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b4.1(b) which shall have the effect of decreasing the number of shares of Common Stock Warrant Shares purchasable upon exercise of each Warrant or increasing the Exercise PriceWarrant.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (iI) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (iiII) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (iI) and (iiII), (xX) any dividend or distribution described in Section 3(a) 4.1, or Section 3(e), (yY) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), 4.3 then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (xX) any cash distributed per share of Common Stock and (yY) the Fair Market Value fair value (the "FAIR VALUE") (as determined in good faith by the Board, whose determination shall be evidenced by a Board resolution, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights (notwithstanding the foregoing, if the Fair Value in the above formula equals or exceeds the Current Market Value per share of Common Stock in the above formula, then the Current Market Value per share of Common Stock shall be equal to the fair value per share of the Common Stock on the record date as determined in good faith by the Board and (2) described in a Board resolution); and the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; PROVIDED, HOWEVER, that the Company is not required to make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders Holders of shares of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a4.1(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.1(d)) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant issuable immediately prior to the record date for any such dividend or distribution upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of the shares of Common Stock on the record date for comprising one Warrant Share immediately before such distribution, dividend or other distribution and (B) the denominator of which shall be such Fair the Current Market Value per share of the shares of Common Stock comprising one Warrant Share less the sum of (x) any cash distributed per share of Common Stock Warrant Share and (y) the Fair Current Market Value of the portion, if any, of the distribution applicable to one share of Common Stock Warrant Share consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fractionrights. Such adjustments adjustment shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of shares of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b4.1(c) which shall have the effect of decreasing the number of shares of Common Stock Warrant Shares purchasable upon exercise of each Warrant or increasing the Exercise PriceWarrant.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other assets, properties or securities, debt securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (provided, however, that no adjustment shall be made upon the exercise of such rights, options or warrants, and other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.1, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.3 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other assets or property, optionswarrants, warrants options or subscription or purchase rights and (2) rights; and, subject to Section 4.8, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above aforementioned fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock Ordinary Shares (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a4.1(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.1(c)) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant Ordinary Shares issuable immediately prior to the record date for any such dividend or distribution upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock Warrant Share and (y) the Fair Current Market Value of the portion, if any, of the distribution applicable to one share of Common Stock Warrant Share consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price denominator of which shall be adjusted to a number determined by dividing the Exercise Price Current Market Value of the Ordinary Shares comprising one Warrant Share immediately prior to after such record date by the above fractiondividend or other distribution. Such adjustments adjustment shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.1(b) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Ordinary Shares pro rata based on the number of Ordinary Shares for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b4.1(b) which shall have the effect of decreasing the number of shares of Common Stock Warrant Shares purchasable upon exercise of each Warrant or increasing the Exercise PriceWarrant.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clauses (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e), 4.01 and (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) 4.03 or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)4.04), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. [Q: Do ---------------------------------------- interest payments on Debt Securities qualify as "distributions"?] In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Preferred Stock or Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (x) any dividend or distribution described in Section 3(a) or Section 3(e)5.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or ____ and Section ____ and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or distributions from current or retained earnings other than Extraordinary Cash Dividends), then (1) the number of shares of Preferred Stock or Common Stock purchasable upon the exercise of this each Warrant immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Preferred Stock or Common Stock purchasable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Preferred Stock or Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Preferred Stock or Common Stock less the sum of (x) any cash distributed per share of Preferred Stock or Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Preferred Stock or Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the -------- ------- Company is not required to make an adjustment pursuant to this Section 5.03 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Preferred Stock or Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Preferred Stock or Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 5.03 which shall have the effect of decreasing the number of shares of Preferred Stock or Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings other than Extraordinary Cash Dividends), then (1) the number of shares of Class A Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Class A Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Class A Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Class A Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Class A Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Class A Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) 4.1, or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), 4.3 then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value fair value (the "FAIR VALUE") (as determined in good faith by the Board, whose determination shall be evidenced by a Board resolution, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights (notwithstanding the foregoing, if the Fair Value in the above formula equals or exceeds the Current Market Value per share of Common Stock in the above formula, then the Current Market Value per share of Common Stock shall be equal to the fair value per share of the Common Stock on the record date as determined in good faith by the Board and (2) described in a Board resolution); and the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; PROVIDED, HOWEVER, that the Company is not required to make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In If, when the event that at any time or from time to time after Exercise Price is greater than the date hereofFair Market Value, the Company shall distribute to all holders of Common Stock (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities (other than any dividend or distribution described in Section 4.2) or (iib) any options, warrants warrants, or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e), (y) than any rights, options, warrants, or securities described below), the Holder shall thereafter be entitled, in addition to the Warrant Shares receivable upon exercise of the Warrant, to receive, upon the exercise of the Warrant, the same cash, evidences of indebtedness, other property or securities, or options, warrants or other Convertible Securities described in rights to subscribe for or purchase the foregoing that the Holder would have received if such Holder had exercised this Warrant immediately prior to such distribution. At the time of such distribution, the Company shall make appropriate reserves to ensure the timely performance of the provisions of this Section 3(c4.4; provided, however, that the Holder shall not be entitled to receive any of the foregoing upon the exercise of this Warrant (i) or (z) in connection with any transaction resulting in if, at the issuance time of additional warrants pursuant such distribution, the Company makes the same distribution to Section 3(m)), then (1) the Holder of this Warrant as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock purchasable upon the exercise of for which this Warrant shall be increased to is exercisable (whether or not currently exercisable), or (ii) as a number determined result of the issuance or other sale by multiplying the number Company of any of its shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator conversion or exchange of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other property, options, warrants convertible or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective exchangeable securities are outstanding as of the date of distributionthis Warrant, retroactive (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the record date for any such distribution. No adjustment shall be made Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Section 3(bWarrant or approved by the Board of Directors of the Company after the date of this Warrant, or (C) which shall have the effect grant or issuance of decreasing the number of shares rights to holders of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Pricepursuant to a rights offering.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other assets, properties or securities, debt securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.1, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.3 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other assets or property, optionswarrants, warrants options or subscription or purchase rights and (2) rights; and, subject to Section 4.8, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above aforementioned fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for for, purchase, or purchase which are convertible into, any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings other than Extraordinary Cash Dividends), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.record

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08 the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any ordinary cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) fraction the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective as of made; provided, however, that the date of distribution, retroactive Company is not required to the record date for any such distribution. No make an adjustment shall be made pursuant to this Section 3(b) which shall have 4.02 if at the effect time of decreasing such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock purchasable upon exercise of each Warrant for which such Warrants are exercisable (whether or increasing the Exercise Pricenot currently exercisable).

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock Stock: (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other assets, properties or debt securities, or or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii)case, (xa) the issuance of any rights under a shareholder rights plan, (b) any dividend or distribution described in Section 3(a) or Section 3(e)5.01, (yc) any rights, options, warrants or other Convertible Securities securities described in Section 3(c5.03 and (d) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions solely from current or retained earnings), then the number of shares of Common Stock issuable upon the exercise of each Warrant shall be increased to a number determined by multiplying (1) the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution distribution, by (2) a fraction, the (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair market value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a resolution of the Board of Directors delivered to the Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of such cash, evidences of indebtedness, shares of capital stock, other assets, property or debt securities, other property, or such options, warrants or other subscription or purchase rights and (2) rights. Subject to Section 5.07, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above aforementioned fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however that the Company is not required to make an adjustment pursuant to this Section 5.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 5.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.02, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.04 or Section 4.05 and (C) any cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to, but not including, such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.09, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective as of made; provided, however, that the date of distribution, retroactive Company is not required to the record date for any such distribution. No make an adjustment shall be made pursuant to this Section 3(b) which shall have 4.03 if at the effect time of decreasing such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock purchasable upon exercise of each Warrant for which such Warrants are exercisable (whether or increasing the Exercise Pricenot currently exercisable).

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cashcash (other than the regular quarterly cash dividend of the Company), evidences of its indebtedness, shares of its capital stock or any other properties or securities, or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e)3.1, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) 3.3 or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)3.13), then (1) the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value fair value (the "FAIR VALUE") (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; PROVIDED, HOWEVER, that the Company is not required to make an adjustment pursuant to this Section 3.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are then exercisable. No adjustment shall be made pursuant to this Section 3(b) 3.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04 and (C) any ordinary cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.12, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, Closing Date the Company shall distribute to all holders of Common Stock (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (iib) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (ia) and (iib), (xi) any dividend or distribution described in Section 3(a) 5.1 or Section 3(e), (yii) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)5.3), then (1) the Company shall make the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). If the Company makes such distribution to the Holders of Warrants at a time such Warrants are not currently exercisable, such distributions shall be held in escrow until on or after the Release Date. In the event that the Company makes a good faith determination that it is impractical to distribute such distribution to Holders of Warrants, then the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the “Fair Market Value Value”) (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fractionrights. Such adjustments shall be made whenever any distribution described in the preceding sentence is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) which 5.2 shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price; provided, however, that such adjustment may have the effect of decreasing the Exercise Price.

Cash Dividends and Other Distributions. In the event -------------------------------------- that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iv) the issuance of any stock purchase rights ("Rights") under the Rights Agreement dated as of December 19, 1995 (the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, as Rights Agent, (ii)w) the issuance of any shares of the Company's Series A Participating Cumulative Preferred Stock, par value $.01 per share upon exercise of Rights, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08 the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e4(a), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4(c) or and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value (as hereinafter defined) per share of Common Stock on the record date for such dividend or distribution, and the denominator of which shall be such Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the holders of Warrants upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2subject to Section 4(g) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No Except as set forth in Section 4(f), no adjustment shall be made pursuant to this Section 3(b4(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (iib) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (ia) and (iib), (xi) any dividend or distribution described in Section 3(a) 4.1 or Section 3(e), (yii) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.3) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a Board resolution delivered to each Holder) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) notwithstanding the Exercise Price foregoing, if the Fair Value per share of Common Stock in the above formula equals or exceeds the Current Market Value per share of Common Stock in the above formula, then the Current Market Value per share of Common Stock shall be adjusted equal to a number determined by dividing the Exercise Price immediately prior to such Fair Value per share of the Common Stock on the record date as determined in good faith by the above fractionBoard and described in a Board resolution delivered to each Holder). Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No ; provided, however, that the Company is not required to make an adjustment shall be made pursuant to this Section 3(b) which shall have 4.2 if at the effect time of decreasing such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock purchasable upon exercise of each Warrant for which such Warrants are exercisable (whether or increasing the Exercise Pricenot currently exercisable).

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clauses (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e), 4.01 and (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.03 or Section 4.04) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) 5.1 or Section 3(e), (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c5.3) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a Board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights (notwithstanding the foregoing, if the Fair Value per share of Common Stock in the above formula equals or exceeds the Current Market Value per share of Common Stock in the above formula, then the Current Market Value per share of Common Stock shall be equal to the Fair Value per share of the Common Stock on the record date as determined in good faith by the Board and (2) described in a Board resolution filed with the Warrant Agent); and the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 5.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 5.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or and from time to time after the date hereof, the Company shall distribute to all holders of Common Stock Stock, without receiving any consideration therefore, (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash, evidences of its indebtedness, shares of its capital stock Capital Stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each the case set forth in of clause (i) and (ii)) above, (xA) any dividend or distribution described in Section 3(a) or Section 3(e)section 4.2, (yB) any rights, options, warrants or other Convertible Securities securities described in Section 3(c4.3 and Section 4.5 and (C) any ordinary cash dividends or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m))other ordinary cash distributions from current or retained earnings, then (1) the number of shares of Warrant Common Stock purchasable which may be subscribed and paid for upon the exercise of this each Warrant immediately prior to such record date for any such dividend or distribution shall be increased to a number determined by multiplying the number of shares of Warrant Common Stock purchasable which may be subscribed and paid for upon the exercise of this such Warrant immediately prior to the such record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value Price per share of Common Stock on the record date for such dividend or distribution, and (B) the denominator of which shall be such Fair Current Market Value Price per share of NYI-4044285v3 Common Stock less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value then fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a copy of which shall be delivered to the Holder) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other propertyproperty warrants, options, warrants options or subscription or purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made made, and shall only become effective, whenever any dividend or distribution is made and shall become effective made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.3A if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the date number of distribution, retroactive to the record date shares of Common Stock for any which such distributionWarrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this Section 3(b) 4.3A which shall have the effect of decreasing the number of shares of Warrant Common Stock purchasable issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, Closing Date the Company shall distribute to all holders of Common Stock (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (iib) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (ia) and (iib), (xi) any dividend or distribution described in Section 3(a) 5.1 or Section 3(e), (yii) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)5.3), then (1) the Company shall make the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). If the Company makes such distribution to the Holders of Warrants at a time such Warrants are not currently exercisable, such distributions shall be held in escrow until on or after the Release Date. In the event that the Company makes a good faith determination that it is impractical to distribute such distribution to Holders of Warrants, then the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the “Fair Market Value Value”) (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fractionrights. Such adjustments shall be made whenever any distribution described in the preceding sentence is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) which 5.2 shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price; provided however, that such adjustment may have the effect of decreasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (iib) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (ia) and (iib), (xi) any dividend or distribution described in Section 3(a) or Section 3(e)4.1, (yii) any rights, options, warrants or securities described in Section 4.3 or (iii) any rights, options, warrants or other Convertible Securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants rights issued pursuant to Section 3(m)), the New ATA Holding Inc. 2006 Long-Term Incentive Plan) then (1) the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the “Fair Market Value Value”) (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fractionrights. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No ; provided, however, that the Company is not required to make an adjustment shall be made pursuant to this Section 3(b) which shall have 4.2 if at the effect time of decreasing such distribution the Company makes the same distribution to Holders as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock purchasable upon exercise of each Warrant for which such Warrants are exercisable (whether or increasing the Exercise Pricenot currently exercisable).

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock Ordinary Shares (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a) or Section 3(e)4.01, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or 4.03 and (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)cash dividends or other cash distributions from current or retained earnings other than Extraordinary Cash Dividends), then (1) the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable Ordinary Shares issuable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock Ordinary Share on the record date for such distribution, dividend or distribution and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock Ordinary Share on the record date for such dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock Ordinary Share and (y) the Fair Market Value fair value (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock Ordinary Share consisting of evidences of indebtedness, shares of stockshares, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) subject to Section 4.08, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) 4.02 which shall have the effect of decreasing the number of shares of Common Stock purchasable Ordinary Shares issuable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Class A Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) 3.1 or Section 3(e)3.5, (y) any rights, options, warrants or other Convertible Securities described in Section 3(c) 3.3 or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)3.13), then (1) the number of shares of Class A Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Class A Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Class A Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Class A Common Stock less the sum of (x) any cash distributed per share of Class A Common Stock and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Class A Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) 3.2 which shall have the effect of decreasing the number of shares of Class A Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e)3.1 or, (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)3.3), then (1i) the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the "Fair Market Value Value") (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights and (2ii) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 3.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable. No adjustment shall be made pursuant to this Section 3(b) 3.2 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, hereof the Company shall distribute to all holders of Common Stock (ia) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock (other than its Common Stock) or any other properties or securities, securities or (iib) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (ia) and (iib), (xi) any dividend or distribution described in Section 3(a) 4.1 or Section 3(e), (yii) any rightsregular cash dividend, options, warrants or other Convertible Securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)including increases thereof), then (1) the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock (excluding any regular cash dividends, including increases thereof) and (y) the fair value (the “Fair Market Value Value”) (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or of purchase rights and (2) notwithstanding the Exercise Price foregoing, if the Fair Value per share of Common Stock in the above formula equals or exceeds the Current Market Value per share of Common Stock in the above formula, then the Current Market Value per share of Common Stock shall be adjusted equal to a number determined by dividing the Exercise Price immediately prior to such Fair Value per share of the Common Stock on the record date as determined in good faith by the above fractionBoard, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to the Holders upon request). Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No ; provided, however, that the Company is not required to make an adjustment shall be made pursuant to this Section 3(b) which shall have 4.2 if at the effect time of decreasing such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock based on the number of shares of Common Stock purchasable upon exercise of each Warrant for which such Warrants are exercisable (whether or increasing the Exercise Pricenot currently exercisable).

Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, than in each case set forth in case, (iw) and (ii)the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 3(a4(a) or Section 3(e), and (y) any rights, options, warrants or other Convertible Securities securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m4(c)), then (1) the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be such Current Market Value (as hereinafter defined) per share of Common Stock on the Fair record date for such dividend or distribution, and the denominator of which shall be such Current Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock dividend or distribution less the sum of (x) any cash the amount of cash, if any, distributed per share of Common Stock and (y) the Fair Market Value fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Holders upon request) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, optionswarrants, warrants options or subscription or purchase rights rights; and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b4(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable issuable upon exercise of each this Warrant or increasing the Exercise Price.