Common use of Debt or Asset Distributions Clause in Contracts

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a), any rights or warrants referred to in Section 15(c), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of 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 distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of such 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 this Warrant on the Ex-Date for 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 class or series, or similar equity interests of, or relating to, a Subsidiary or other business unit, the 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 prior to such fifteenth (15th) Trading Day by the following fraction: MP0+ MPs Where, MP0 = the average of the Market Prices of the Common Stock over the 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 Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date 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 Exercise Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a), any rights or warrants referred to in Section 15(c)clause (b) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = Where SP0= the Current Market Price per share of Common Stock on such date. FMV = FMV= the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of DirectorsBoard; 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 Holder shall receive on the date on which such distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this WarrantSeries B Preferred Stock, the amount of such distribution such Warrantholder Holder would have received had such Warrantholder holder owned a number of shares of Common Stock issuable (assuming payment of equal to the Exercise Price in Shares) pursuant to this Warrant Applicable Conversion Rate on the Ex-Date for such distribution. In a “spin-off,” ”, where the Company Corporation makes a 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 subsidiary or other business unit, if a Holder did not participate in such distribution with respect to such shares of Series B Preferred Stock as provided for in Section IV, the Exercise Conversion Price with respect to such Warrantholder share held by such Holder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0+ MPs Where, Where MP0 = the average of the Market Closing Prices of the Common Stock over the first (1st) ten (10) 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 Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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 DirectorsBoard. Any adjustment pursuant to this Section 15(dclause (d) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section 15(dclause (d) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a), any rights or warrants referred to in Section 15(cVII(b), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = SP0= the Current Market Price per share of Common Stock on such date. FMV = FMV= the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of DirectorsBoard; 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 Holder shall receive on the date on which such distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this WarrantSeries C NVCE Stock, the amount of such distribution such Warrantholder Holder would have received had such Warrantholder holder owned a number of shares of Common Stock issuable (assuming payment of equal to the Exercise Price in Shares) pursuant to this Warrant Applicable Conversion Rate on the Ex-Date for such distribution. In a “spin-off,” ”, where the Company Corporation makes a 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 subsidiary or other business unit, if a Holder did not participate in such distribution with respect to such shares of Series C NVCE Stock as provided for in Section IV, the Exercise Conversion Price with respect to such Warrantholder share held by such Holder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0MP0 MP0 + MPs Where, MP0 = MP0= the average of the Market Closing Prices of the Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution. MPs = MPs= the average of the Market Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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 DirectorsBoard. Any adjustment pursuant to this Section 15(dVII(e) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section 15(dVII(e) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a), any rights or warrants referred to in Section 15(c)clause (b) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – - FMV SP0 Where, SP0 = SP0= the Current Market Price per share of Common Stock on such date. FMV = FMV= the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of DirectorsBoard; 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 Holder shall receive on the date on which such distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this WarrantSeries A Preferred Stock, the amount of such distribution such Warrantholder Holder would have received had such Warrantholder holder owned a number of shares of Common Stock issuable (assuming payment of equal to the Exercise Price in Shares) pursuant to this Warrant Applicable Conversion Rate on the Ex-Date for such distribution. In a “spin-off,” ”, where the Company Corporation makes a 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 subsidiary or other business unit, if a Holder did not participate in such distribution with respect to such shares of Series A Preferred Stock as provided for in (x) prior to the Exercise Stockholder Approvals Date, Section IV or (y) after the Stockholder Approvals Date, Section V, the Conversion Price with respect to such Warrantholder share held by such Holder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0MP0 + MPs Where, MP0 = MP0= the average of the Market Closing Prices of the Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution. MPs = MPs= the average of the Market Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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 DirectorsBoard. Any adjustment pursuant to this Section 15(dclause (e) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section 15(dclause (e) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company distributes shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Shares shares of Common Stock 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, shares of capital stock, securities, cash or other assets (including securities, but excluding any dividend or distribution referred to in Section 15(a), (i) any rights or warrants of a type referred to in Section 15(cSections 8.03(a)(1) or 8.03(a)(2), any dividend or distribution (ii) rights described in the second succeeding paragraph of this 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, any consideration payable ) (the foregoing hereinafter in connection with a tender or exchange offer made by this Section 8.03(a)(4) called the Company or any of its Subsidiaries, and any 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 certain spin-off transactions as described below"Securities"), then then, in each such case, the Exercise Price will Settlement Rate shall be adjusted increased so that the same shall be equal to the rate determined by multiplying dividing the Exercise Price Settlement Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for close of business on the record date with respect to such distribution by a fraction of which the following fraction: SP0 – FMV SP0 Where, SP0 = numerator shall be the Current Market Price per share of Common Stock on such date. FMV = date less the fair market value of the portion of the distribution applicable to one share of Common Stock on such date (as reasonably determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) on such date of the portion of the Securities so distributed applicable to one Common Share and the denominator shall be such Current Market Price, such increase to become effective immediately prior to the opening of business on the day following the record date; provided thatprovided, if “FMV” however, that in the event the then fair market value (as set forth above 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 “SP0” as set forth abovethe Current Market Price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that the Company may elect to deliver to each holder of shares of Common Stock shall receive Holder on the date on which such distribution is made to holders Settlement Date upon settlement of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, a Purchase Contract the amount of Securities such distribution such Warrantholder Holder would have received had such Warrantholder owned as a number of shares holder of Common Stock issuable (assuming payment of the Exercise Price in Shares) pursuant to this Warrant on the Ex-Date for 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 class or series, or similar equity interests of, or relating to, a Subsidiary or other business unit, the 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 Shares immediately prior to such fifteenth (15th) Trading Day by the following fraction: MP0+ MPs Where, MP0 = the average of the Market Prices of the Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of record date. If such distribution. MPs = the average of the Market Prices of the capital stock dividend or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date for such distribution. In the event that such distribution described in this Section 15(d) is not so paid or made, the Exercise Price Settlement Rate shall again be readjusted, effective as of adjusted to be the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Exercise Price that 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 shareholders entitled to receive such dividend or other distribution," "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 Common Shares included in such dividend or distribution shall not be deemed "outstanding at the close of business on the date fixed for such determination" within the meaning of Section 8.03(a)(1)).

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a), any rights or warrants referred to in Section 15(c), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of 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 distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of such 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 this Warrant on the Ex-Date for 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 class or series, or similar equity interests of, or relating to, a Subsidiary or other business unit, the Exercise Price with respect to such Warrantholder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0MP0 MP0 + MPs Where, MP0 = the average of the Market Prices of the Common Stock over the first (1st) ten (10) 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 Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date 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 Exercise Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Non-Voting Common Stock Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) of this Section 15(a10(a), any rights or warrants referred to in clause (iii) of this Section 15(c10(a), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the “Distributed Property”), then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0 SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Non-Voting Common Stock Share on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Non-Voting Common Stock Share on such date as reasonably determined by the Board of 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 Holder shall receive on the date on which such distribution the Distributed Property is made distributed to holders of Non-Voting Common StockShares, for each share of Common Stock issuable upon exercise of this WarrantPreferred Share, the amount of Distributed Property such distribution such Warrantholder holder would have received had such Warrantholder holder owned a number of shares of Non-Voting Common Stock issuable (assuming payment of Shares equal to the Exercise Price in Shares) pursuant to this Warrant Conversion Rate on the Ex-Date for such distribution. In a “spin-off,” where the Company Corporation makes a distribution to all or substantially all holders of shares of Non-Voting Common Stock Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary subsidiary or other business unit, the Exercise Price with respect to such Warrantholder Conversion Rate will not be adjusted on the fifteenth (15th) Trading Day after the effective date of the distribution by multiplying such Exercise Price adjusted, but in effect immediately prior to such fifteenth (15th) Trading Day by the following fraction: MP0+ MPs Where, MP0 = the average of the Market Prices of the Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date lieu of such distribution. MPs = adjustment each Holder shall receive the average same distribution as a holder of the Market Prices Non-Voting Common Shares would as though such Holder’s Series D Preferred Shares had been converted into such number of the capital stock or equity interests representing the portion of the distribution applicable to one share of Non-Voting Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date for such distribution. In the event Shares that such Holder’s Series D Preferred Shares would then be convertible. If a distribution described in this Section 15(dclause (iv) is not so paid or made, the Exercise Price Conversion Rate 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 Exercise Price Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If an adjustment to the Conversion Rate is required under this clause (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) shall be delayed to the extent necessary in order to complete the calculations provided for in this clause (iv).

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Common Stock Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding a distribution of rights or warrants (as to which an adjustment is effected solely under Section 8.1(g)), an issuance solely pursuant to a Reorganization Transaction (as to which Section 4.1(g) will apply), any dividend or distribution referred to in Section 15(a), any rights or warrants referred to in Section 15(c)8.1(b) above, any dividend or distribution paid exclusively in cashcash (as to which an adjustment is effected solely under Section 4.1(f)), any consideration payable in connection with a tender or exchange offer made by the Company or any of its SubsidiariesSubsidiaries (as to which an adjustment is effected solely under Section 4.1(e)), and any 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 certain spin-off transactions as described below), then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock Share on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock Share on such date as reasonably determined by the Board of 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 Holder shall receive on the date on which such distribution is made to holders of Common StockShares, for each share Common Share issued upon conversion of Common Stock issuable upon exercise of this Warrantthe Note, the amount of such distribution such Warrantholder Holder would have received had such Warrantholder holder owned a number of shares of Common Stock issuable (assuming payment of Shares equal to the Exercise Price in Shares) pursuant to this Warrant Conversion Rate on the Ex-Date for such distribution. In a “spin-off,” ”, where the Company makes a distribution to all holders of shares of Common Stock Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary or other business unit, if a Holder did not participate in such distribution with respect to such Common Shares issued upon conversion of the Exercise Note, the Conversion Price with respect to such Warrantholder share held by such Holder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0+ MPs Where, MP0 = the average of the Market Prices Daily VWAP of the Common Stock Shares over the 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 Prices Daily VWAP of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Share over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Share on such date as reasonably determined by the Board of Directors. Any adjustment pursuant to this Section 15(d8.1(d) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section 15(d8.1(d) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a)clause (i) above, any rights or warrants referred to in Section 15(c)clause (iii) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – - FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of 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 distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of such 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 this Warrant on the Ex-Date for 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 class or series, or similar equity interests of, or relating to, a Subsidiary subsidiary or other business unit, the Exercise Conversion Price with respect to such Warrantholder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0 MP0+ MPs MP s Where, MP0 = the average of the Market Closing Prices of the Common Stock over the first (1st) ten (10) 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 Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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(dclause (iv) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section 15(dclause (iv) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. (A) If the Company Corporation distributes capital stock (other than Common Stock), evidences of indebtedness or other assets or property of the Corporation to all or substantially all holders of shares of the Common Stock evidences of indebtednessStock, shares of capital stockexcluding: (x) dividends, securitiesdistributions, cash rights, warrants, options, other securities or other assets (excluding any dividend or distribution convertible securities referred to in Section 15(a)clause (i) or (ii) above, any rights (y) dividends or warrants referred to in Section 15(c), any dividend or distribution distributions paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries, and any 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 certain spin(z) Spin-off transactions Offs (as described below), then the Exercise Price Conversion Rate will be adjusted by multiplying based on the Exercise Price following formula: CR1 = CR0 × [SP0 /(SP0 - FMV)] where CR0 = the Conversion Rate in effect at 5:00 p.m., New York City time the close of business on the Trading Day Record Date CR1 = the new Conversion Rate in effect immediately prior to after the Ex-Record Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of the Common Stock on such date. the Record Date FMV = the fair market value (as determined in good faith by the Board of Directors) of the portion capital stock, evidences of the distribution applicable indebtedness, assets or property distributed with respect to one each outstanding share of Common Stock on such date as reasonably determined by the Board of Directors; provided thatRecord Date. Notwithstanding the immediately preceding sentence, if “FMV” as set forth above with respect to any distribution of shares of capital stock, evidences of indebtedness or other assets or property of the Corporation is equal to or greater than “SP0” as set forth abovewith respect to such distribution, then in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of shares of Common Series A Preferred Stock shall have the right to receive on the date on which such distribution is made 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 Common Stock issuable upon exercise of this WarrantSeries A Preferred Stock, the amount of shares of capital stock, evidences of indebtedness or other assets or property of the Corporation such distribution such Warrantholder holder of Series A Preferred Stock would have received had such Warrantholder holder of Series A Preferred Stock owned a number of shares of Common Stock issuable (assuming payment of into which such Series A Preferred Stock is then convertible at the Exercise Price conversion rate in Shares) pursuant to this Warrant effect on the Ex-Record Date for such distribution. In a “spin-off,” where An adjustment to the Company makes a 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 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 prior to such fifteenth (15th) Trading Day by the following fraction: MP0+ MPs Where, MP0 = the average of the Market Prices of the Common Stock over the 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 Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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 Conversion Rate made pursuant to this Section 15(dclause (iii)(A) shall be made successively whenever any such distribution is made and shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date 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 Exercise Price that would then be in effect if such dividend or distribution had not been declaredRecord Date.

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a)clause (a) above, any rights or warrants referred to in Section 15(c)clause (c) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Ratio in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0 XX0 XX0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = 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; , 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 Holder shall receive on the date on which such distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this WarrantPreferred Stock, the amount of such distribution such Warrantholder Holder would have received had such Warrantholder holder owned a number of shares of Common Stock issuable (assuming payment of equal to the Exercise Price in Shares) pursuant to this Warrant Conversion Ratio on the Ex-Date for 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 class or series, or similar equity interests of, or relating to, a Subsidiary subsidiary or other business unit, the Exercise Price with respect to such Warrantholder Conversion Ratio will be adjusted on the fifteenth (15th) Trading Day after the effective date of the distribution by multiplying such Exercise Price Conversion Ratio in effect immediately prior to such fifteenth (15th) Trading Day by the following fraction: MP0+ MPs MP0 Where, MP0 = the average of the Market Closing Prices of the Common Stock over the 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 Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date for such distribution. In the event that such distribution described in this Section 15(dclause (d) is not so paid or made, the Exercise Price Conversion Ratio 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 Exercise Price Conversion Ratio that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a10(a)(i), any rights or warrants referred to in Section 15(c10(a)(iii), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the “Distributed Property”), then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0 – FMV SP0 Where, SP0 = · the numerator is the Current Market Price per share of Common Stock on such date. FMV = date minus 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 · the denominator is the Current Market Price per share of Common Stock on such date; provided that, if “FMV” the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as set forth above determined in good faith by the Board of Directors is equal to or greater than “SP0” as set forth abovethe 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 of shares of Common Stock Holder shall receive on the date on which such distribution the Distributed Property is made distributed to holders of Common Stock, for each share of Common Stock issuable upon exercise of this WarrantSeries B Preferred Stock, the amount of Distributed Property such distribution such Warrantholder Holder would have received had such Warrantholder owned a Holder’s Series B Preferred Stock been converted into such number of shares of Common Stock issuable (assuming payment that such Holder’s shares of the Exercise Price in Shares) pursuant to this Warrant Series B Preferred Stock would then be convertible on the Ex-Date for such distribution. In a “spin-off,” where the Company 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 subsidiary or other business unit, the Exercise Conversion Price with respect to such Warrantholder will not be adjusted on the fifteenth (15th) Trading Day after the effective date of the distribution by multiplying such Exercise Price adjusted, but in effect immediately prior to such fifteenth (15th) Trading Day by the following fraction: MP0+ MPs Where, MP0 = the average of the Market Prices of the Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date lieu of such distribution. MPs = adjustment each Holder shall receive the average of the Market Prices of the capital stock or equity interests representing the portion of the same distribution applicable to one share as a holder of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date would as though such Holder’s shares of Series B Preferred Stock had been converted into such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value number of the capital stock or equity interests representing the portion of the distribution applicable to one share shares of Common Stock on that such date as reasonably determined by the Board Holder’s shares 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-Date for such distributionSeries B Preferred Stock would then be convertible. In the event that such distribution described in this Section 15(d10(a)(iv) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declareddeclared (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 Conversion Price is required under this Section 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) shall be delayed to the extent necessary in order to complete the calculations provided for in this Section 10(a)(iv).

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) of this Section 15(a14(a), any rights rights, warrants or warrants options referred to in clause (iii) of this Section 15(c14(a), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the "Distributed Property"), then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0 SX0 XX0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock as of the open of business on the Ex-Date for such date distribution as reasonably determined by the Board of Directors; provided that. Any increase made under the portion of this clause (iv) above shall become effective immediately after the open of business on the Ex-Date for such distribution. Notwithstanding the foregoing, 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 Holder shall have the right to receive on conversion in respect of each share of Series C Preferred Stock held by such Holder, in addition to the number of shares of Common Stock shall receive on the date on (subject to Section 9(f)) to which such distribution Holder is made entitled to holders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrantreceive, the amount of Distributed Property such distribution such Warrantholder Holder would have received had such Warrantholder Holder owned a number of shares of Common Stock issuable (assuming payment of equal to the Exercise Price in Shares) pursuant to this Warrant Conversion Rate on the Ex-Date for such distribution. In a “"spin-off,” " where the Company 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 subsidiary or other business unit, the 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 Conversion Rate in effect immediately prior to the open of business on the Ex-Date for such fifteenth (15th) Trading Day spin-off will be multiplied by the following fraction: MP0MP0 + MPs MP0 Where, MP0 = the average of the Market Closing Prices of the Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distributionValuation Period. MPs = the average of the Market Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 consecutive Trading Days commencing on and including the fifth Ex-Date of the spin-off (5th) Trading Day following the effective date of such distribution"Valuation Period"), or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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 The adjustment pursuant to this Section 15(d) the Conversion Rate under the preceding paragraph shall become effective immediately prior to 9:00 a.m., New York City time, be determined on the last Trading Day of the Valuation Period but shall be given effect at the open of business on the Ex-Date for such distributionspin-off. Notwithstanding the foregoing, in respect of any conversion during the Valuation Period, references in the portion of this clause (iv) related to spin-offs to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date of such spin-off to, but excluding, the Conversion Date in determining the Conversion Rate. In addition, if the Ex-Date for the spin-off is less than 10 consecutive Trading Days prior to, and including, the end of the Observation Period in respect of any conversion, references in the portion of this clause (iv) related to spin-offs to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for the spin-off to, and including, the last Trading Day of such Observation Period. In the event that such distribution described in this Section 15(dclause (iv) is not so paid or made, the Exercise Price Conversion Rate 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 Exercise Price Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a), any rights or warrants referred to in Section 15(cVII(b), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = SP0= the Current Market Price per share of Common Stock on such date. FMV = FMV= the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of DirectorsBoard; 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 Holder shall receive on the date on which such distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this WarrantSeries C NVCE Stock, the amount of such distribution such Warrantholder Holder would have received had such Warrantholder holder owned a number of shares of Common Stock issuable (assuming payment of equal to the Exercise Price in Shares) pursuant to this Warrant Applicable Conversion Rate on the Ex-Date for such distribution. In a “spin-off,” ”, where the Company Corporation makes a 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 subsidiary or other business unit, if a Holder did not participate in such distribution with respect to such shares of Series C NVCE Stock as provided for in Section IV, the Exercise Conversion Price with respect to such Warrantholder share held by such Holder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0MP0 + MPs Where, MP0 = MP0= the average of the Market Closing Prices of the Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution. MPs = MPs= the average of the Market Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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 DirectorsBoard. Any adjustment pursuant to this Section 15(dVII(e) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section 15(dVII(e) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) of this Section 15(a3(a), any rights or warrants referred to in clause (iii) of this Section 15(c3(a), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the “Distributed Property”), then the Exercise Price will be adjusted by multiplying the Exercise Price Exchange Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0 XX0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of 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 Holder shall receive on the date on which such distribution the Distributed Property is made distributed to holders of Common Stock, for each share of Common Stock issuable upon exercise of this WarrantPreferred Stock, the amount of Distributed Property such distribution such Warrantholder holder would have received had such Warrantholder holder owned a number of shares of Common Stock issuable (assuming payment of equal to the Exercise Price in Shares) pursuant to this Warrant Exchange Rate on the Ex-Date for such distribution. In a “spin-off,” where the Company 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 subsidiary or other business unit, the Exercise Price with respect to such Warrantholder Exchange Rate will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Price Exchange Rate in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0MP0 + MPs MP S MP0 Where, MP0 = the average of the Market Closing Prices of the Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution. MPs MPS = the average of the Market Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date for such distribution. In the event that such distribution described in this Section 15(dclause (iv) is not so paid or made, the Exercise Price Exchange Rate 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 Exercise Price Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If an adjustment to the Exchange Rate is required under this clause (iv), delivery of any additional shares of Common Stock that may be deliverable upon exchange as a result of an adjustment required under this clause (iv) shall be delayed to the extent necessary in order to complete the calculations provided for in this clause (iv).

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a)clause (i) above, any rights or warrants referred to in Section 15(c)clause (iii) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariesapplicable subsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution shall be multiplied by the following fraction: SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of 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 distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of such 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 this Warrant on the Ex-Date for such distribution. In a “spin-off,” ”, where the Company Corporation makes a 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 subsidiary or other business unit, the Exercise Conversion Price with respect to such Warrantholder will shall be adjusted on the fifteenth (15th) Trading Day after the effective date of the distribution distribution, but will be given effect as of the day immediately succeeding the effective date of the distribution, by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) Trading Day by the following fraction: MP0MP0 MP0 + MPs Where, MP0 = the average of the Market Closing Prices of the Common Stock over the 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 Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date for such distribution. In the event that such distribution described in this Section 15(dclause (iv) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a)clause (i) above, any rights or warrants referred to in Section 15(c)clause (iii) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such datethe Trading Day immediately preceding the Ex-Date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of 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 Holder shall receive on the date on which such distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this WarrantPreferred Stock, the amount of such distribution such Warrantholder Holder would have received had such Warrantholder Holder owned a number of shares of Common Stock issuable (assuming payment of equal to the Exercise Base Value divided by the Applicable Conversion Price in Shares) pursuant to this Warrant on the Ex-Date for 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 class or series, or similar equity interests of, or relating to, a Subsidiary subsidiary or other business unit, the Exercise Conversion Price with respect to such Warrantholder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0MP0 MP0 + MPs Where, MP0 = the average of the Market Closing Prices of the Common Stock over the 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 Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date for such distribution. In the event that such distribution described in this Section 15(dclause (iv) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company Corporation distributes to all or substantially all holders of shares of Common Stock Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) of this Section 15(a10(a), any rights or warrants referred to in clause (iii) of this Section 15(c10(a), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company Corporation or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the “Distributed Property”), then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0 SP0– FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock Share on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock Share on such date as reasonably determined by the Board of 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 Holder shall receive on the date on which such distribution the Distributed Property is made distributed to holders of Common StockShares, for each share of Common Stock issuable upon exercise of this WarrantPreferred Share, the amount of Distributed Property such distribution such Warrantholder holder would have received had such Warrantholder holder owned a number of shares of Common Stock issuable (assuming payment of Shares equal to the Exercise Price in Shares) pursuant to this Warrant Conversion Rate on the Ex-Date for such distribution. In a “spin-off,” where the Company Corporation makes a distribution to all or substantially all holders of shares of Common Stock Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary subsidiary or other business unit, the Exercise Price with respect to such Warrantholder Conversion Rate will not be adjusted on the fifteenth (15th) Trading Day after the effective date of the distribution by multiplying such Exercise Price adjusted, but in effect immediately prior to such fifteenth (15th) Trading Day by the following fraction: MP0+ MPs Where, MP0 = the average of the Market Prices of the Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date lieu of such distribution. MPs = adjustment each Holder shall receive the average of the Market Prices of the capital stock or equity interests representing the portion of the same distribution applicable to one share as a holder of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of Shares would as though such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share Holder’s Series B Preferred Shares had been converted into such number 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-Date for such distribution. In the event Shares that such Holder’s Series B Preferred Shares would then be convertible. If a distribution described in this Section 15(dclause (iv) is not so paid or made, the Exercise Price Conversion Rate 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 Exercise Price Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If an adjustment to the Conversion Rate is required under this clause (iv), delivery of any additional Common Shares that may be deliverable upon conversion as a result of an adjustment required under this clause (iv) shall be delayed to the extent necessary in order to complete the calculations provided for in this clause (iv).

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a), any rights or warrants referred to in Section 15(c), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of 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 distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of such 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 this Warrant on the Ex-Date for 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 class or series, or similar equity interests of, or relating to, a Subsidiary or other business unit, the 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 prior to such fifteenth (15th) Trading Day by the following fraction: MP0 MP0+ MPs Where, MP0 = the average of the Market Prices of the Common Stock over the 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 Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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-Date 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 Exercise Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Class A Common Stock evidences of indebtedness, shares of capital stockCapital Stock, securitiessecurities (including securities convertible into or exchangeable for, directly or indirectly, Class A Common Stock), cash or other assets assets, including any dividend or distribution in excess of $1 million in the aggregate for all shares of Common Stock (on a per annum basis) (excluding (A) any dividend or distribution referred to in Section 15(a)clause (i) above, (B) any rights or warrants referred to in Section 15(c)clause (iii) above, (C) any dividend or distribution paid exclusively in cashcash for an amount that is not in excess of $1 million in the aggregate for all shares of Common Stock (on a per annum basis), (D) any consideration payable in connection with a tender or exchange offer made by the Company or any of its SubsidiariesSubsidiaries referred to in clause (v) below, and (E) any dividend 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 certain spin-off transactions as described belowbelow in this clause (iv)), then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time the Close of Business on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – - FMV SP0 Where, SP0 = the Current Market Price per share of Class A Common Stock on such date. FMV = the cash (in the case of cash dividends or distributions giving rise to an adjustment, the amount of such cash dividends or distributions in excess of $1 million, in the aggregate) or fair market value of the portion of the distribution applicable to one share of Class A Common Stock on such date as reasonably determined in good faith by the Board of Directors; provided that. Notwithstanding the foregoing, if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, as reasonably determined in lieu good faith by the Board of Directors, the foregoing adjustment, adequate provision Company shall be made so that each holder of shares of Common Stock shall receive on the date on which prohibited from making such distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of such 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 this Warrant on the Ex-Date for such dividend or distribution. In a “spin-off,” ’, where the Company makes a distribution to all or substantially all holders of shares of Class A 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 Exercise Conversion Price with respect to such Warrantholder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0MP0 MP0 + MPs Where, MP0 = the volume-weighted average of the Market Closing Prices of the Class A Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution. MPs MPS = the volume-weighted average of the Market Closing Prices of the capital stock Capital Stock or equity interests representing the portion of the distribution applicable to one share of Class A Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Class A Common Stock on such date as reasonably determined in good faith by the Board of Directors. Any adjustment pursuant to this Section 15(dclause (iv) (other than with respect to spin-off transactions as described above, which shall become effective as described therein) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date 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 Exercise Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 15(a)clause (i) above, any rights or warrants referred to in Section 15(c)clause (iii) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiariessubsidiaries, and any 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 certain spin-off transactions as described below), then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – - FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of 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 distribution is made to holders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of such 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 this Warrant on the Ex-Date for 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 class or series, or similar equity interests of, or relating to, a Subsidiary subsidiary or other business unit, the Exercise Conversion Price with respect to such Warrantholder will be adjusted on the fifteenth (15th) 15th Trading Day after the effective date of the distribution by multiplying such Exercise Conversion Price in effect immediately prior to such fifteenth (15th) 15th Trading Day by the following fraction: MP0MP0 MP0 + MPs MPS Where, MP0 = the average of the Market Closing Prices of the Common Stock over the first (1st) ten (10) 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 Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first (1st) ten (10) 10 Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair 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(dclause (iv) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section 15(dclause (iv) is not so paid or made, the Exercise 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 Exercise Conversion Price that would then be in effect if such dividend or distribution had not been declared.