Common use of Distributions Other than Spin-Offs Clause in Contracts

Distributions Other than Spin-Offs. If the Company makes a distribution to all or substantially all holders of its Common Stock, of its Capital Stock, evidences of indebtedness, other assets or property of the Company, or rights, options or warrants to acquire its Capital Stock or other securities, excluding: (1) any dividends or distributions described in clause (a) above; (2) any dividends or distributions paid exclusively in cash described in clause (c) below; (3) any dividends or distributions in connection with a business combination, reclassification, change, consolidation, merger, conveyance, transfer, sale, lease or other disposition resulting in the change in the securities or property receivable upon the exercise of a warrant as described in Section 4.03; (4) any rights issued pursuant to a shareholders’ rights plan adopted by the Company, other than as described in clause (d); and (5) any Spin-Offs described below in Section 4.01(b)(ii); then the Implied Per Share Exercise Price shall be decreased based on the following formula: X1 = X0 × (SP0 - FMV) / SP0 where: X0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Date for such distribution; X1 = the Implied Per Share Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution; SP0 = the arithmetic average of the Market Prices of the Common Stock on each Trading Day comprised in the period of ten consecutive Trading Days immediately preceding, but excluding, the Ex-Date for such distribution; and FMV = the Fair Market Value, as of such Ex-Date, of the shares of Capital Stock, evidences of indebtedness, assets or property of the Company, cash, rights or warrants. the Warrant Shares Per Warrant shall be increased based on the following formula: WS1 = WS0 × X0 / X1 where: X0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Date for such distribution; X1 = the adjusted Implied Per Share Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution as determined pursuant to this clause (b)(i); WS0 = the Warrant Shares Per Warrant in effect immediately prior to the open of business on the Ex-Date; and WS1 = the Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date Any adjustment to the Implied Per Share Exercise Price and Warrant Shares per Warrant under this clause (b)(i) shall be made immediately after the open of business on the Ex-Date for such distribution.

Distributions Other than Spin-Offs. If the Company makes a distribution to all or substantially all holders of its Common Stock, of its Capital Stock, evidences of indebtedness, other assets or property of the Company, or rights, options or warrants to acquire its Capital Stock or other securities, excluding: (1) any dividends dividends, distributions or distributions issuances described in clause (a) above or clause (b) above; (2) any dividends or distributions paid exclusively in cash described in clause (c) below; (3) any dividends or distributions in connection with a business combination, reclassification, change, consolidation, merger, conveyance, transfer, sale, lease or other disposition resulting in the change in the securities or property receivable upon the exercise of a warrant as described in Section 4.03; (4) any rights issued pursuant to a shareholders’ rights plan adopted by the Company, other than as described in clause (de); and (5) any Spin-Offs described below in Section 4.01(b)(ii4.01(c)(ii); , then the Implied Per Share Basic Warrant Exercise Price Rate shall be decreased increased based on the following formula: X1 = X0 × (SP0 - FMV) / SP0 where: X0 = the Implied Per Share Basic Warrant Exercise Price Rate in effect at the open of business on the Ex-Date for such distribution; = the Basic Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date for such distribution; X1 = the Implied Per Share Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution; SP0 = the arithmetic average of the Market Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the period of ten consecutive Trading Days immediately preceding, but excluding, preceding the Ex-Date for such distribution; and FMV = the Fair Market Value, as of such the open of business on the Ex-DateDate for such distribution, of the shares of Capital Stock, evidences of indebtedness, assets or property of the Company, cash, rights or warrantswarrants distributed with respect to each outstanding share of Common Stock. the Warrant Shares Per Warrant shall be increased based on the following formula: WS1 = WS0 × X0 / X1 where: X0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Date for such distribution; X1 = the adjusted Implied Per Share Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution as determined pursuant to this clause (b)(i); WS0 = the Warrant Shares Per Warrant in effect immediately prior to the open of business on the Ex-Date; and WS1 = the Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date Any adjustment to the Implied Per Share Basic Warrant Exercise Price and Warrant Shares per Warrant Rate under this clause (b)(ic)(i) shall be made immediately after become effective at the open of business on the Ex-Date for such distribution.

Distributions Other than Spin-Offs. If the Company makes a distribution to all or substantially all holders of its Common Stock, of its Capital Stock, evidences of indebtedness, other assets or property of the Company, or rights, options or warrants to acquire its Capital Stock or other securities, excluding: (1) any dividends dividends, distributions or distributions issuances described in clause ‎(a) above or clause (ab) above; (2) any dividends or distributions paid exclusively in cash described in clause (c‎(d) below; (3) any dividends or distributions in connection with a business combinationBusiness Combination, reclassification, change, consolidation, merger, consolidation conveyance, transfer, sale, lease or other disposition resulting in the change in the securities or property receivable upon the exercise of a warrant as described in Section 4.03‎4.03; (4) any rights issued pursuant to a shareholders’ rights plan adopted by the Company, other than as described in clause (d‎(e); and (5) any Spin-Offs described below in Section 4.01(b)(ii4.01(c)(ii); , then the Implied Per Share Basic Warrant Exercise Price Rate shall be decreased increased based on the following formula: X1 = X0 × (SP0 - FMV) / SP0 where: X0 BWER1 = the Implied Per Share Basic Warrant Exercise Price Rate in effect immediately prior to at the open of business on the Ex-Date for such distribution; X1 BWER0 = the Implied Per Share Basic Warrant Exercise Price Rate in effect immediately after prior to the open of business on the Ex-Date for such distribution; SP0 = the arithmetic average of the Market Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the period of ten consecutive Trading Days immediately preceding, but excluding, preceding the Ex-Date for such distribution; and FMV = the Fair Market Value, as of such the open of business on the Ex-DateDate for such distribution, of the shares of Capital Stock, evidences of indebtedness, assets or property of the Company, cash, rights or warrantswarrants distributed with respect to each outstanding share of Common Stock. the Warrant Shares Per Warrant shall be increased based on the following formula: WS1 = WS0 × X0 / X1 where: X0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Date for such distribution; X1 = the adjusted Implied Per Share Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution as determined pursuant to this clause (b)(i); WS0 = the Warrant Shares Per Warrant in effect immediately prior to the open of business on the Ex-Date; and WS1 = the Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date Any adjustment to the Implied Per Share Basic Warrant Exercise Price and Warrant Shares per Warrant Rate under this clause (b)(ic)(i) shall be made immediately after become effective at the open of business on the Ex-Date for such distribution.

Distributions Other than Spin-Offs. If the Company makes a distribution to all or substantially all holders of its Common Stock, distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company, Company or rights, options or warrants to acquire its Capital Stock or other securitiessecurities of the Company, excluding: to all or substantially all holders of the Common Stock, excluding (1i) any dividends dividends, distributions or distributions described in clause issuances (aincluding share splits) above; as to which an adjustment was effected pursuant to Section 2(a) or Section 2(b), (2ii) any dividends or distributions paid exclusively in cash described in clause as to which an adjustment was effected pursuant to Section 2(d), (ciii) below; (3) any dividends or distributions in connection with a business combination, reclassification, change, consolidation, merger, conveyance, transfer, sale, lease or other disposition resulting in the change in the securities or property receivable upon the exercise of a warrant as described in Section 4.03; (4) any rights issued pursuant to a shareholders’ stockholder rights plan adopted by the Companyplan, other than as described (iv) distributions of Reference Property in clause a Merger Event and (d); and (5v) any Spin-Offs described as to which the provisions set forth below in this Section 4.01(b)(ii2(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”); , then the Implied Per Share Exercise Price shall be decreased based on the following formula: X1 = X0 × (SP0 - FMV) / SP0 where: X0 , EP0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; X1 EP’ = the Implied Per Share Exercise Price in effect immediately after the open of business on the such Ex-Date for such distributionDividend Date; SP0 = the arithmetic average of the Market Last Reported Sale Prices of the Common Stock on each over the 10 consecutive Trading Day comprised in period ending on, and including, the period of ten consecutive Trading Days Day immediately preceding, but excluding, preceding the Ex-Dividend Date for such distribution; and FMV = the Fair Market Value, fair market value (as determined by the Company) of such the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-DateDividend Date for such distribution. If any adjustment to the Exercise Price is made pursuant to the portion of this Section 2(c) above, of the shares of Capital Stock, evidences of indebtedness, assets or property of the Company, cash, rights or warrants. the Warrant Shares Per Warrant Share Number shall be increased based on adjusted by multiplying the following formula: WS1 = WS0 × X0 / X1 where: X0 = the Implied Per Warrant Share Exercise Price Number in effect immediately prior to such adjustment by a fraction, the open numerator of business on which shall be the Ex-Date for such distribution; X1 = the adjusted Implied Per Share Exercise Price in effect immediately prior to such adjustment, and the denominator of which shall be the Exercise Price immediately thereafter. Any adjustment made under the portion of this Section 2(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution as determined pursuant to this clause (b)(i); WS0 = is not so paid or made, the Warrant Shares Per Warrant in effect immediately prior to the open of business on the Ex-Date; and WS1 = the Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date Any adjustment to the Implied Per Share Exercise Price and Warrant Shares per Warrant under this clause (b)(i) Share Number shall be increased to the Exercise Price and Warrant Share Number that would then be in effect if such distribution had not been declared. In the case of any distribution of rights, options or warrants, to the extent any such rights, options or warrants expire unexercised, the Exercise Price and Warrant Share Number shall be immediately readjusted to the Exercise Price and Warrant Share Number that would then be in effect had the adjustment made immediately after for the open distribution of business such rights, options or warrants been made on the Ex-Date basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, options or warrants. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing adjustment, each Holder shall receive, in respect of each Warrant, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned the number of shares of Common Stock equal to the Warrant Share Number on the record date for such the distribution.

Distributions Other than Spin-Offs. If the Company makes a distribution to all or substantially all holders Corporation distributes shares of its Common Stock, of its Capital Stockcapital stock, evidences of indebtedness, its indebtedness or other assets or property of the CompanyCorporation, or rights, options or warrants to acquire its Capital Stock capital stock of the Corporation or other securities, to all or substantially all holders of the Common Stock, excluding: (1a. dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Price is required pursuant to Section 2(a) any dividends or distributions described in clause (aSection 2(b) aboveof this Exhibit B; (2) any b. dividends or distributions paid exclusively in cash described in clause (cfor which an adjustment to the Conversion Price is required pursuant to Section 2(d) belowof this Exhibit B; (3) any dividends or distributions in connection with a business combination, reclassification, change, consolidation, merger, conveyance, transfer, sale, lease or other disposition resulting in the change in the securities or property receivable upon the exercise of a warrant as described in Section 4.03; (4) any c. rights issued or otherwise distributed pursuant to a shareholders’ stockholder rights plan adopted by plan, except to the Company, other than as described extent provided in clause (d)Section 4 of this Exhibit B; d. Spin-Offs for which an adjustment to the Conversion Price is required pursuant to Section 2(c)(ii) of this Exhibit B; and (5e. a distribution solely pursuant to a Common Stock Change Event, as to which Section 8(b) any Spin-Offs described below in Section 4.01(b)(ii); of the Certificate of Designations will apply, then the Implied Per Share Exercise Conversion Price shall will be decreased based on the following formula: X1 = X0 × (SP0 - FMV) / SP0 where: X0 CP0 = the Implied Per Share Exercise Conversion Price in effect immediately prior to before the open Open of business Business on the Ex-Dividend Date for such distribution; X1 CP1 = the Implied Per Share Exercise Conversion Price in effect immediately after the open Open of business Business on the such Ex-Date for such distributionDividend Date; SP0 SP = the arithmetic average of the Market Last Reported Sale Prices per share of the Common Stock on each Trading Day comprised in for the period of ten (10) consecutive Trading Days immediately precedingending on, but excludingand including, the Trading Day immediately before such Ex-Date for such distributionDividend Date; and FMV = the Fair Market Valuefair market value (as determined in good faith by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stockcapital stock, evidences of indebtedness, assets assets, property, rights, options or property warrants distributed per share of Common Stock pursuant to such distribution. For the avoidance of doubt, any decrease under this Section 2(c) of this Exhibit B shall become effective as provided in the definition of CP1 above. Notwithstanding the foregoing, if FMV is equal to or greater than SP, then, in lieu of the Companyforegoing adjustment to the Conversion Price, casheach Holder will receive, rights or warrants. the Warrant Shares Per Warrant shall be increased based for each share of Preferred Stock held by such Holder on the following formula: WS1 = WS0 × X0 / X1 where: X0 = record date for such distribution, at the Implied Per Share Exercise same time and on the same terms as holders of Common Stock, the amount and kind of shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants that a Person would have received in such distribution if such Person then held a number of shares of Common Stock equal to the Liquidation Preference of such share of Preferred Stock as of such record date divided by the Conversion Price in effect immediately prior on such record date. To the extent such distribution is not so paid or made, or such rights, options or warrants are not exercised before their expiration (including as a result of being redeemed or terminated), the Conversion Price will be readjusted to the open of business Conversion Price that would then be in effect had the adjustment been made on the Ex-Date for such basis of only the distribution; X1 = the adjusted Implied Per Share Exercise Price in effect immediately after the open of business , if any, actually made or paid or on the Ex-Date for basis of the distribution of only such distribution as determined pursuant to this clause (b)(i); WS0 = the Warrant Shares Per Warrant in effect immediately prior to the open of business on the Ex-Date; and WS1 = the Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date Any adjustment to the Implied Per Share Exercise Price and Warrant Shares per Warrant under this clause (b)(i) shall be made immediately after the open of business on the Ex-Date for such distributionrights, options or warrants, if any, that were actually exercised, if at all.

Distributions Other than Spin-Offs. If the Company makes a distribution to all or substantially all holders of its Common StockShares, of its Capital Stock, evidences of indebtedness, other assets or property of the Company, cash, rights or rights, options or warrants to acquire its Capital Stock or other securitieswarrants, excluding: (1) any dividends or distributions described in clause (a) or (b) above; (2) any dividends or distributions paid exclusively in cash described in clause (cd) below; (3) any dividends or distributions in connection with a business combination, reclassification, change, consolidation, merger, conveyance, transfer, sale, lease or other disposition resulting in the change in the securities or property receivable upon the exercise of a warrant as described in Section 4.03; (4) any rights issued pursuant to a shareholders’ rights plan adopted by the Company, other than Company as described in clause (df); and (5) any Spin-Offs described below in Section 4.01(b)(ii4.01(c)(ii); where: where: then the Implied Per Share Exercise Price shall be decreased based on the following formula: X1 = X0 × (SP0 - FMV) / SP0 where: X0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Date for such distribution; X1 = the Implied Per Share Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution; SP0 = the arithmetic average of the Market Prices of the Common Stock on each Trading Day comprised in Shares over the period of ten consecutive Trading Days immediately preceding, but excluding, the Ex-Ex- Date for such distribution; and FMV = the Fair Market Value, as of such Ex-Date, of the shares of Capital Stock, evidences of indebtedness, assets or property of the Company, cash, rights or warrants. ; the number of Warrant Shares Per Warrant shall be increased based on the following formula: WS1 = WS0 × X0 / X1 where: X0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Date for such distribution; X1 = the adjusted Implied Per Share Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution as determined pursuant to this clause (b)(i)distribution; WS0 = the number of Warrant Shares Per Warrant in effect immediately prior to the open of business on the Ex-Date; and WS1 = the new number of Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date Any adjustment to the Implied Per Share Exercise Price and Warrant Shares per Warrant under this clause (b)(i) shall be made immediately after the open of business on the Ex-Date for such distribution.Date. where: where: