Common use of Debt or Asset Distributions Clause in Contracts

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or dividend or other distribution referred to in paragraph (1) of this Section), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph paragraphs (1) and (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under this paragraph 4(ii) will occur at on the date that is the earlier of (1) the tenth Trading Day from, and including, following the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case If the Company shall, by dividend distributes to all or otherwise, distribute to substantially all holders of its shares of Common Stock evidences of its indebtedness indebtedness, shares of capital stock, securities, cash or other assets (including securitiesexcluding any dividend or distribution referred to in Section 15(a), but excluding any rights or warrants referred to in paragraph (2) of this SectionSection 15(c), any dividend or distribution paid exclusively in cash cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries, and any dividend, dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary Subsidiary or other business unit in the case of a Spincertain spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Sectionoff transactions as described below), then the Settlement Rate or Early Settlement Rate, as applicable, shall Exercise Price will be adjusted so that by multiplying the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, Exercise Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the close of business on the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution by a the following fraction: SP0 – FMV Where, the numerator of which shall be SP0 = the Current Market Price per share of the Common Stock on such date. FMV = the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed distribution applicable to one share of Common Stock and on such date as reasonably determined by the denominator Board of which Directors; provided that, if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of shares of Common Stock shall receive on the date on which such Current Market Price per share distribution is made to holders of the Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of such adjustment distribution such Warrantholder would have received had such Warrantholder owned a number of shares of Common Stock issuable (assuming payment of the Exercise Price in Shares) pursuant to become effective immediately prior to the opening of business this Warrant on the day following the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution. In a “spin-off,” where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any case in which this paragraph (4) is applicableclass or series, paragraph (2) of this Section shall not be applicable. (ii) In the case of or similar equity interests of, or relating to, a Spin-OffSubsidiary or other business unit, the Settlement Rate or Early Settlement Rate, as applicable, Exercise Price with respect to such Warrantholder will be adjusted on the fifteenth (15th) Trading Day after the effective date of the distribution by multiplying such Exercise Price in effect immediately before prior to such fifteenth (15th) Trading Day by the close following fraction: MP0+ MPs Where, MP0 = the average of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share Prices of the Common Stock plus over the Fair first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution. MPs = the average of the Market Value Prices of the capital stock or equity interests representing the portion of those shares of Capital Stock or similar equity interests so distributed the distribution applicable to one share of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate under this paragraph 4(iififth (5th) will occur at the earlier of (1) the tenth Trading Day from, and including, following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the Spinfair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of Directors. Any adjustment pursuant to this Section 15(d) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Off and (2Date for such distribution. In the event that such distribution described in this Section 15(d) is not so paid or made, the Exercise Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the securities being offered Exercise Price that would then be in the Initial Public Offering of the Spin-Off, effect if that Initial Public Offering is effected simultaneously with the Spin-Offsuch dividend or distribution had not been declared.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under the this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case If the Company shall, by dividend Corporation distributes to all or otherwise, distribute to substantially all holders of its shares of Common Stock evidences of its indebtedness indebtedness, shares of capital stock, securities, cash or other assets (including securities, but excluding any rights dividend or warrants distribution referred to in paragraph clause (2b) of this Sectionabove, any dividend or distribution paid exclusively in cash cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend, dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spincertain spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Sectionoff transactions as described below), then the Settlement Rate or Early Settlement Rate, as applicable, shall Conversion Price will be adjusted so that by multiplying the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the close of business on the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution by a the following fraction, the numerator of which shall be : Where SP0= the Current Market Price per share of the Common Stock on such date. FMV= the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed distribution applicable to one share of Common Stock and on such date as reasonably determined by the denominator Board; provided that, if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of which the foregoing adjustment, adequate provision shall be made so that each Holder shall receive on the date on which such Current Market Price per share distribution is made to holders of the Common Stock, for each share of Series B Preferred Stock, the amount of such adjustment to become effective immediately prior distribution such Holder would have received had such holder owned a number of shares of Common Stock equal to the opening of business Applicable Conversion Rate on the day following the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution. In a “spin-off”, where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any case class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, if a Holder did not participate in which this paragraph (4) is applicable, paragraph (2) such distribution with respect to such shares of this Series B Preferred Stock as provided for in Section shall not be applicable. (ii) In the case of a Spin-OffIV, the Settlement Rate or Early Settlement Rate, as applicable, Conversion Price with respect to such share held by such Holder will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately before prior to such 15th Trading Day by the close following fraction: MP0+ MPs Where MP0 the average of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share Closing Prices of the Common Stock plus over the Fair Market Value first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution. MPs the average of the Closing Prices of the capital stock or equity interests representing the portion of those shares of Capital Stock or similar equity interests so distributed the distribution applicable to one share of Common Stock over the first 10 Trading Days commencing on and including the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth fifth Trading Day from, and including, following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the Spinfair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board. Any adjustment pursuant to this clause (d) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Off and Date for such distribution. In the event that such distribution described in this clause (2d) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date of the securities being offered Board publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in the Initial Public Offering of the Spin-Off, effect if that Initial Public Offering is effected simultaneously with the Spin-Offsuch dividend or distribution had not been declared.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividendSection 5.6(a), shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (1) of this SectionSection 5.6(a)), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders shareholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section 5.6(a) shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders shareholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under this paragraph 4(ii) will occur at on the date that is the earlier of (1) the tenth Trading Day from, and including, following the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights rights, options, warrants or warrants other securities referred to in paragraph (2) of this Section, any dividend or other distribution paid exclusively in cash referred to in paragraph (5) of this Section (including the Reference Dividend as described therein), any dividend or distribution referred to in paragraph (1) of this Section and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph subparagraph (1ii) of this Sectionbelow), the each Fixed Settlement Rate in effect at the opening of business on the day following the day on which such dividend or Early Settlement Rate, as applicable, other distribution was effected shall be adjusted so that the same shall equal the rate determined by dividing the such Fixed Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution by a fraction, fraction of which the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders shareholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable and in any case in which this subparagraph (i) is applicable, subparagraph (ii) is not applicable. (ii) In the case of a Spin-Off, the each Fixed Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders shareholders of the Company entitled to receive that the distribution will be increased by multiplying the dividing such Fixed Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of Common Stock plus the Fair Market Value of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of Common Stock. Any adjustment to the Settlement Rate or Early Fixed Settlement Rate under this paragraph 4(iisubparagraph (ii) will occur at on the date that is the earlier of (1A) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2B) in the case of any Spin-Off that is effected simultaneously with an Initial Public Offering of the securities being distributed in the Spin-Off, the date on which the initial public offering price of the securities being offered in the Initial Public Offering of the Spin-Off, if that such Initial Public Offering is effected simultaneously with the Spin-Offdetermined.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this SectionSection 5.6(a)(2), any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this SectionSection 5.6(a)(1), the Settlement Rate or and Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to at the close opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted by dividing such Settlement Rate or Early Settlement Rate, as applicable, by a fraction, of which the numerator of which shall be the Current Market Price per share of the Common Stock on the day following the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment adjustments to become effective immediately prior to after the opening of business on the day following the date fixed for the such determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4Section 5.6(a)(4) is applicable, paragraph (2Section 5.6(a)(2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or and Early Settlement Rate, as applicable, Rate in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, of which the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or and Early Settlement Rate under this paragraph 4(iiSection 5.6(a)(4)(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness indebtedness, shares of Capital Stock of the Company, securities, cash or other assets (including securities, but excluding any rights dividend or warrants referred to in paragraph distribution covered by clause (1) above or (2) of this Section, above and any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness indebtedness, shares of Capital Stock of the Company, securities, cash or other assets so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the "Initial Public Offering Offering" of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off. For purposes of this Section 5.6(a)(4)(ii), the term "Initial Public Offering" means the first time securities of the same class or type as the securities being distributed in the spin-off are offered to the public for cash in a bona fide offering.

Debt or Asset Distributions. (i) In case If the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock Shares shares of any class of capital stock of the Company (other than any dividends or distributions to which Section 8.03(a)(1) applies) or evidences of its indebtedness indebtedness, cash or other assets (including securities, but excluding (i) any rights or warrants of a type referred to in Sections 8.03(a)(1) or 8.03(a)(2), (ii) rights described in the second succeeding paragraph (2) of this Section, any dividend or distribution Section 8.03(a)(4) (including rights distributed to all holders of its Common Shares pursuant to a shareholder rights plan) and (iii) dividends and distributions paid exclusively in cash and any dividendcash) (the foregoing hereinafter in this Section 8.03(a)(4) called the "Securities"), shares of capital stock of any class or seriesthen, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section)each such case, the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted increased so that the same shall be equal to the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the record date fixed for the determination of stockholders entitled with respect to receive such distribution by a fraction, fraction of which the numerator of which shall be the Current Market Price per share of the Common Stock on the such date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors) on such date of the portion of the assets or evidences of indebtedness Securities so distributed applicable to one share of Common Stock Share and the denominator of which shall be such Current Market Price per share of the Common StockPrice, such adjustment increase to become effective immediately prior to the opening of business on the day following the record date; provided, however, that in the event the then fair market value (as so determined by the Board of Directors) of the portion of the Securities so distributed applicable to one Common Share is equal to or greater than the Current Market Price on the record date, in lieu of the foregoing adjustment, the Company may elect to deliver to each Holder on the Settlement Date upon settlement of a Purchase Contract the amount of Securities such Holder would have received as a holder of Common Shares immediately prior to such record date. If such dividend or distribution is not so paid or made, the Settlement Rate shall again be adjusted to be the Settlement Rate which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 8.03(a)(4) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price pursuant to Section 8.03(a)(5) to the extent possible. Rights or warrants distributed by the Company to all holders of Common Shares entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events: (i) are deemed to be transferred with such Common Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Shares, shall be deemed not to have been distributed for purposes of this Section 8.03(a)(4) (and no adjustment to the Settlement Rate under this Section 8.03(a)(4) shall be made). For purposes of this Section 8.03(a)(4) and Sections 8.03(a)(1) and (2), any dividend or distribution to which this Section 8.03(a)(4) is applicable that also includes Common Shares, or rights or warrants to subscribe for or purchase Common Shares to which Section 8.03(a)(2) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants other than such Common Shares or rights or warrants to which Section 8.03(a)(2) applies (and any Settlement Rate increase required by this Section 8.03(a)(4) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such Common Shares or such rights or warrants (and any further Settlement Rate increase required by Sections 8.03(a)(1) and (2) with respect to such dividend or distribution shall then be made, except that (A) the record date of such dividend or distribution shall be substituted as "the date fixed for the determination of stockholders shareholders entitled to receive such dividend or other distribution. In ," "record date fixed for such determination" and "record date" within the meaning of Section 8.03(a)(1) and as "the date fixed for the determination of shareholders entitled to receive such rights or warrants," "the record date fixed for the determination of the shareholders entitled to receive such rights or warrants" and "such record date" within the meaning of Section 8.03(a)(2) and (B) any case Common Shares included in which this paragraph (4) is applicable, paragraph (2) of this Section such dividend or distribution shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before deemed "outstanding at the close of business on the record date fixed for determination such determination" within the meaning of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-OffSection 8.03(a)(1)).

Debt or Asset Distributions. (i) In case If the Company shall, by dividend Corporation distributes to all or otherwise, distribute to substantially all holders of its shares of Common Stock evidences of its indebtedness indebtedness, shares of capital stock, securities, cash or other assets (including securitiesexcluding any dividend or distribution referred to in Section 10(a)(i), but excluding any rights or warrants referred to in paragraph (2) of this SectionSection 10(a)(iii), any dividend or distribution paid exclusively in cash cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend, dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spincertain spin-Off referred to in off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the next paragraph, or distribution referred to in paragraph (1) of this Section“Distributed Property”), then the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed Ex-Date for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased multiplied by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a following fraction, : · the numerator of which is the Current Market Price per share of the Common Stock plus on such date minus the Fair Market Value fair market value of the portion of those shares of Capital Stock or similar equity interests so distributed the distribution applicable to one share of Common Stock on such date as determined in good faith by the Board of Directors, and · the denominator of which is the Current Market Price per share of Common Stock on such date; provided that, if the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as determined in good faith by the Board of Directors is equal to or greater than the Current Market Price per share of Common Stock on such date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall receive on the date on which the Distributed Property is distributed to holders of Common Stock, for each share of Series B Preferred Stock, the amount of Distributed Property such Holder would have received had such Holder’s Series B Preferred Stock been converted into such number of shares of Common Stock that such Holder’s shares of Series B Preferred Stock would then be convertible on the Ex-Date for such distribution. Any In a “spin-off,” where the Corporation makes a distribution to all or substantially all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Price will not be adjusted, but in lieu of such adjustment each Holder shall receive the same distribution as a holder of Common Stock would as though such Holder’s shares of Series B Preferred Stock had been converted into such number of shares of Common Stock that such Holder’s shares of Series B Preferred Stock would then be convertible. In the event that such distribution described in this Section 10(a)(iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared (but giving effect to any intervening adjustments that may have been made with respect to the Series B Preferred Stock). If an adjustment to the Settlement Rate or Early Settlement Rate Conversion Price is required under this paragraph 4(iiSection 10(a)(iv), delivery of any additional shares of Common Stock that may be deliverable upon conversion as a result of an adjustment required under this Section 10(a)(iv) will occur at shall be delayed to the earlier of (1) extent necessary in order to complete the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered calculations provided for in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Offthis Section 10(a)(iv).

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividendSection 5.6(a), shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (1) of this SectionSection 5.6(a)), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section 5.6(a) shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under this paragraph 4(ii) will occur at on the date that is the earlier of (1) the tenth Trading Day from, and including, following the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividendSection 5.6(a), shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (1) of this SectionSection 5.6(a)), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section 5.6(a) shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under this paragraph 4(ii) will occur at on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.tenth

Debt or Asset Distributions. If the Corporation distributes to all or substantially all holders of Common Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) In case the Company shallof this Section 10(a), by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph clause (2iii) of this SectionSection 10(a), any dividend or distribution paid exclusively in cash cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend, dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spincertain spin-Off referred to in off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the next paragraph, or distribution referred to in paragraph (1) of this Section“Distributed Property”), then the Settlement Conversion Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution will be multiplied by a the following fraction: Where, the numerator of which shall be SP0 = the Current Market Price per share of Common Share on such date. FMV = the Common Stock on the date fixed for such determination less the then fair market value (of the portion of the distribution applicable to one Common Share on such date as determined by the Board of Directors; provided that, whose determination if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be conclusive and described in a Board Resolution) of made so that each Holder shall receive on the portion of date on which the assets or evidences of indebtedness so Distributed Property is distributed applicable to one share holders of Common Stock and Shares, for each Preferred Share, the denominator amount of which shall be Distributed Property such Current Market Price per share holder would have received had such holder owned a number of the Common Stock, such adjustment to become effective immediately prior Shares equal to the opening of business Conversion Rate on the day following the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution. In a “spin-off,” where the Corporation makes a distribution to all or substantially all holders of Common Shares consisting of capital stock of any case in which this paragraph (4) is applicableclass or series, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of, or relating to, a subsidiary or other business unit, the Conversion Rate will not be adjusted, but in lieu of such adjustment each Holder shall receive the same distribution as a holder of Common Stock and Shares would as though such Holder’s Series B Preferred Shares had been converted into such number of Common Shares that such Holder’s Series B Preferred Shares would then be convertible. If a distribution described in this clause (iv) is not so paid or made, the denominator of which is the Current Market Price per share Conversion Rate shall be readjusted, effective as of the Common Stockdate the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Any If an adjustment to the Settlement Conversion Rate or Early Settlement Rate is required under this paragraph 4(iiclause (iv), delivery of any additional Common Shares that may be deliverable upon conversion as a result of an adjustment required under this clause (iv) will occur at shall be delayed to the earlier of extent necessary in order to complete the calculations provided for in this clause (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Offiv).

Debt or Asset Distributions. (i) In case If the Company shall, by dividend Corporation distributes to all or otherwise, distribute to substantially all holders of its shares of Common Stock evidences of its indebtedness indebtedness, shares of capital stock, securities, cash or other assets (including securitiesexcluding any dividend or distribution referred to in Section 10(a)(i), but excluding any rights or warrants referred to in paragraph (2) of this SectionSection 10(a)(iii), any dividend or distribution paid exclusively in cash cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend, dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spincertain spin-Off referred to in off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the next paragraph, or distribution referred to in paragraph (1) of this Section“Distributed Property”), then the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed Ex-Date for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased multiplied by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a following fraction, : (1) the numerator of which is the Current Market Price per share of the Common Stock plus on such date minus the Fair Market Value fair market value of the portion of those shares of Capital Stock or similar equity interests so distributed the distribution applicable to one share of Common Stock and on such date as determined in good faith by the Board of Directors, and (2) the denominator of which is the Current Market Price per share of Common Stock on such date; provided that, if the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as determined in good faith by the Board of Directors is equal to or greater than the Current Market Price per share of Common Stock on such date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall receive on the date on which the Distributed Property is distributed to holders of Common Stock, for each share of Series C Preferred Stock, the amount of Distributed Property such Holder would have received had such Holder’s Series C Preferred Stock been converted into such number of shares of Common Stock that such Holder’s shares of Series C Preferred Stock would then be convertible on the Ex-Date for such distribution. Any In a “spin-off,” where the Corporation makes a distribution to all or substantially all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Price will not be adjusted, but in lieu of such adjustment each Holder shall receive the same distribution as a holder of Common Stock would as though such Holder’s shares of Series C Preferred Stock had been converted into such number of shares of Common Stock that such Holder’s shares of Series C Preferred Stock would then be convertible. In the event that such distribution described in this Section 10(a)(iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared (but giving effect to any intervening adjustments that may have been made with respect to the Series C Preferred Stock). If an adjustment to the Settlement Rate or Early Settlement Rate Conversion Price is required under this paragraph 4(iiSection 10(a)(iv), delivery of any additional shares of Common Stock that may be deliverable upon conversion as a result of an adjustment required under this Section 10(a)(iv) will occur at shall be delayed to the earlier of (1) extent necessary in order to complete the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered calculations provided for in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Offthis Section 10(a)(iv).

Debt or Asset Distributions. If the Corporation distributes to all or substantially all holders of Non-Voting Common Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) In case the Company shallof this Section 10(a), by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph clause (2iii) of this SectionSection 10(a), any dividend or distribution paid exclusively in cash cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend, dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spincertain spin-Off referred to in off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the next paragraph, or distribution referred to in paragraph (1) of this Section“Distributed Property”), then the Settlement Conversion Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution will be multiplied by a the following fraction: SP0 – FMV Where, the numerator of which shall be SP0 = the Current Market Price per share of Non-Voting Common Share on such date. FMV = the Common Stock on the date fixed for such determination less the then fair market value (of the portion of the distribution applicable to one Non-Voting Common Share on such date as determined by the Board of Directors; provided that, whose determination if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be conclusive and described in made so that each Holder shall receive on the date on which the Distributed Property is distributed to holders of Non-Voting Common Shares, for each Preferred Share, the amount of Distributed Property such holder would have received had such holder owned a Board Resolution) number of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Non-Voting Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior Shares equal to the opening of business Conversion Rate on the day following the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution. In a “spin-off,” where the Corporation makes a distribution to all or substantially all holders of Non-Voting Common Shares consisting of capital stock of any case in which this paragraph (4) is applicableclass or series, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Rate will not be adjusted, but in lieu of such adjustment each Holder shall receive the same distribution as a holder of Non-Voting Common Shares would as though such Holder’s Series D Preferred Shares had been converted into such number of Non-Voting Common Shares that such Holder’s Series D Preferred Shares would then be convertible. If a distribution described in this clause (iv) is not so distributed applicable to one share of Common Stock and paid or made, the denominator of which is the Current Market Price per share Conversion Rate shall be readjusted, effective as of the Common Stockdate the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Any If an adjustment to the Settlement Conversion Rate or Early Settlement Rate is required under this paragraph 4(iiclause (iv), delivery of any additional Non-Voting Common Shares that may be deliverable upon conversion as a result of an adjustment required under this clause (iv) will occur at shall be delayed to the earlier of extent necessary in order to complete the calculations provided for in this clause (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Offiv).

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding (a) any rights rights, options or warrants referred to in paragraph (2) of this Section, (b) any dividend or distribution paid exclusively in cash and cash, (c) any dividend, distribution on the Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next clause (ii) of this paragraph, and (d) any dividend or distribution referred to in paragraph (1) of this Section), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate rate, if positive, determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph paragraphs (1) and (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate under this paragraph 4(ii) will occur be determined at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off (or, if the Settlement Rate is required to be adjusted without regard to Trading Days, the effective date of such Spin-Off ) and (2) the date of the securities being offered in the Initial Public Offering of the securities subject of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off, and shall be given retroactive effect to the opening of business on the day following the date fixed for determination of stockholders entitled to receive the Spin-Off Distribution.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section), the Settlement Rate, Early Settlement Rate or Early Accelerated Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate, Early Settlement Rate or Early Accelerated Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate, Early Settlement Rate or Early Accelerated Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate, Early Settlement Rate or Early Accelerated Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate, Early Settlement Rate or Early Accelerated Settlement Rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case the --------------------------- Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as reasonably determined by the Board of Directors, whose determination shall be conclusive and the basis for which shall be described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. If the Corporation distributes (iincluding by dividend) In case the Company shall, by dividend or otherwise, distribute to all holders of its shares of Common Stock evidences of its indebtedness indebtedness, shares of capital stock, securities, cash or other assets (including securitiesexcluding any (a) dividend or Distribution referred to in clause (i) above, but excluding (b) any rights or warrants referred to in paragraph clause (2iii) of this Sectionabove, (c) any dividend or distribution paid exclusively in cash cash, (d) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its applicable subsidiaries, and (e) any dividend, dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spincertain spin-Off referred to in off transactions as described below) (the next paragraph, or distribution referred to in paragraph (1) of this Section“Distributed Property”), then the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, Conversion Price in effect immediately prior to the close of business on the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution will be multiplied by a fraction, fraction (A) the numerator of which shall be the difference between (I) the Current Market Price per share of Common Stock on such date minus (II) the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined in good faith by the Board of Directors, and (B) the denominator of which shall be the Current Market Price per share of Common Stock on such date. In a “spin-off”, where the Corporation makes a dividend or other Distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Price will be adjusted on the fifteenth Trading Day after the effective date of the distribution by multiplying the Conversion Price in effect as of the close of business on the business day immediately preceding such fifteenth Trading Day by a fraction (A) the numerator of which shall be the average of the Closing Prices of the Common Stock over the first ten Trading Days commencing on and including the fifth Trading Day following the effective date fixed for of such determination less distribution, and (B) the then fair market value (as determined by the Board denominator of Directors, whose determination which shall be conclusive the sum of (I) the average of the Closing Prices of the Common Stock over the first ten Trading Days commencing on and described in a Board Resolutionincluding the fifth Trading Day following the effective date of such distribution plus (II) the average of the Closing Prices of the capital stock or equity interests representing the portion of the assets or evidences of indebtedness so distributed distribution applicable to one share of Common Stock over the first ten Trading Days commencing on and including the denominator fifth Trading Day following the effective date of which shall be such Current Market Price per share Distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate capital stock or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of equity interests representing the portion of those shares of Capital Stock or similar equity interests so distributed the distribution applicable to one share of Common Stock and on such date as reasonably determined in good faith by the denominator Board of which Directors. In the event that such Distribution described in this Section 10(a)(iv) is not so paid or made, the Current Market Conversion Price per share shall be readjusted, effective as of the Common Stock. Any adjustment date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Settlement Rate Conversion Price that would then be in effect if such dividend or Early Settlement Rate under this paragraph 4(ii) will occur at distribution had not been declared (but giving effect to any intervening adjustments that may have been made with respect to the earlier of (1) Series C Preferred Stock or the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-OffSeries D Preferred Stock).

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock Ordinary Shares evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividendSection 5.6(a), shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph, or any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (1) of this SectionSection 5.6(a)), the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately prior to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock Ordinary Share on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board ResolutionResolution filed with the Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock Ordinary Share and the denominator of which shall be such Current Market Price per share of the Common StockOrdinary Share, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders shareholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section 5.6(a) shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders shareholders entitled to receive that distribution will be increased by multiplying dividing the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus Ordinary Share less the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock Ordinary Share and the denominator of which is the Current Market Price per share of the Common StockOrdinary Share. Any adjustment to the Settlement Rate or Early Settlement Rate settlement rate under this paragraph 4(ii) will occur at on the date that is the earlier of (1) the tenth Trading Day from, and including, following the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

Debt or Asset Distributions. (iA) In case If the Company shallCorporation distributes capital stock (other than Common Stock), by dividend evidences of indebtedness or otherwise, distribute other assets or property of the Corporation to all holders of its the Common Stock evidences of its indebtedness Stock, excluding: (x) dividends, distributions, rights, warrants, options, other securities or assets (including securities, but excluding any rights or warrants convertible securities referred to in paragraph clause (2i) of this Sectionor (ii) above, any dividend (y) dividends or distribution distributions paid exclusively in cash cash, and (z) Spin-Offs (as described below), then the Conversion Rate will be adjusted based on the following formula: CR1 = CR0 × [SP0 /(SP0 - FMV)] where CR0 = the Conversion Rate in effect at the close of business on the Record Date CR1 = the new Conversion Rate in effect immediately after the Record Date SP0 = the Current Market Price of the Common Stock on the Record Date FMV = the fair market value (as determined in good faith by the Board of Directors) of the capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date. Notwithstanding the immediately preceding sentence, if “FMV” with respect to any dividend, distribution of shares of capital stock, evidences of indebtedness or other assets or property of the Corporation is equal to or greater than “SP0” with respect to such distribution, then in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of Series A Preferred Stock shall have the right to receive on the date such shares of capital stock, evidences of indebtedness or other assets or property of the Corporation are distributed to holders of Common Stock, for each share of Series A Preferred Stock, the amount of shares of capital stock, evidences of indebtedness or other assets or property of the Corporation such holder of Series A Preferred Stock would have received had such holder of Series A Preferred Stock owned a number of shares of Common Stock into which such Series A Preferred Stock is then convertible at the conversion rate in effect on the Record Date for such distribution. An adjustment to the Conversion Rate made pursuant to this clause (iii)(A) shall be made successively whenever any such distribution is made and shall become effective on the Record Date. (B) If the Corporation distributes to all holders of the Common Stock, capital stock of any class or series, or similar equity interestsinterest, of or relating to a subsidiary or other business unit in of the case of Corporation (a “Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this SectionOff”), the Settlement Conversion Rate or Early Settlement Rate, as applicable, shall will be adjusted so that based on the same shall equal following formula: CR1 = CR0 × [(FMV0 + MP0) /MP0] where: CR0 = the rate determined by dividing the Settlement Conversion Rate or Early Settlement Rate, as applicable, in effect immediately prior to at the close of business on the date fixed for Record Date CR1 = the determination new Conversion Rate in effect immediately after the Record Date FMV0 = the average volume weighted average price of stockholders entitled the capital stock or similar equity interest distributed to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share holders of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock for the 10 consecutive Trading Days commencing on, and including, the denominator third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to the Common Stock on the Nasdaq or such other national or regional exchange or association or over-the-counter market or if not so traded or quoted, the fair market value (as determined in good faith by the Board of which shall be such Current Market Price per share Directors) of the capital stock or similar equity interests distributed to holders of the Common Stock, such adjustment Stock applicable to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicable, in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per one share of the Common Stock plus MP0 = the Fair Market Value Average VWAP of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock for the 10 consecutive Trading Days commencing on, and including, the denominator of third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to the Common Stock on the Nasdaq or such other U.S. national or regional exchange or market that is at that time the Current Market Price per share of principal exchange or market for the Common Stock. Any An adjustment to the Settlement Conversion Rate or Early Settlement Rate under made pursuant to this paragraph 4(iiclause (iii)(B) will occur at on the earlier of (1) the tenth 10th Trading Day from, from and including, including the effective date of the Spin-Off Off; provided that if a Conversion occurs within the 10 Trading Days immediately following and (2) including the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously references with respect to the Spin-OffOff to “the 10 consecutive Trading Days” shall be deemed replaced with a period of consecutive Trading Days containing such lesser number of Trading Days as have elapsed between the effective date of such Spin-Off and the Conversion Date and the adjustment in respect of such conversion shall occur immediately prior to the conversion. If any such dividend or distribution described in this clause (iii) is declared but not paid or made, the new Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. (i) In case If the Company shallIssuer, by dividend or otherwise, distribute distributes to all holders of its Common Stock evidences any class of its capital stock or other equity interests of the Issuer (other than any dividend to which Section 4(a) applies) or indebtedness or cash or other assets (of the Issuer, including securities, but excluding (I) any rights stock, securities or warrants referred to other property or assets distributed as dividends or distributions in paragraph connection with an Organic Change, and (2II) of this Section, any dividend dividends or distribution distributions paid exclusively in cash and any dividend, shares of capital stock of any class (the securities described in clause (I) or series, or similar equity interests, of or relating to a subsidiary or other business unit in (II) are hereinafter called the case of a Spin-Off referred to in the next paragraph, or distribution referred to in paragraph (1) of this Section“excluded securities”), then, in each such case, the Settlement Rate or Early Settlement Rate, as applicable, shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate or Early Settlement Rate, as applicable, Conversion Price in effect immediately prior to the close of business on the date fixed Ex-Date for the determination of stockholders entitled to receive such distribution will be multiplied by a fraction, : (i) the numerator of which shall will be the Current Market Price per share on such date less the Fair Market Value of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directorscapital stock or other equity interests, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets indebtedness, cash or evidences of indebtedness other rights so distributed on such date applicable to one share of Common Stock and (determined on the basis of the number of Common Shares outstanding on such record date), and (ii) the denominator of which shall will be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distributionPrice. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate or Early Settlement Rate, as applicableHowever, in effect immediately before the close of business on event that the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the then Fair Market Value of the portion of those shares of Capital Stock or similar equity interests the securities so distributed (other than excluded securities) applicable to one share of Common Stock and is equal to or greater than the denominator of which is the Current Market Price per share on such record date, in lieu of the Common Stock. Any adjustment foregoing adjustment, adequate provision will be made so that the Holder will have the right to the Settlement Rate receive upon conversion of this Note (or Early Settlement Rate under this paragraph 4(ii) will occur at the earlier of (1any portion thereof) the tenth Trading Day fromamount of securities (other than excluded securities) the Holder would have received had the Holder converted this Note (or portion thereof) immediately prior to such record date. Notwithstanding the foregoing, and includingif any distribution referred to in this Section 4(c) relates to rights that are only exercisable upon a specified contingency or contingencies, the effective date of the Spin-Off and (2) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-OffConversion Price will not be adjusted until all such contingencies occur.