Common use of Issuance of Rights or Options Clause in Contracts

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of such

Issuance of Rights or Options. In case at any time the Corporation corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or grant any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such rights or warrants, rights, options being herein called are hereinafter the "Options" and such convertible or or: exchangeable stock or securities being herein called are hereinafter "Convertible Securities") whether or not such the Options or the right to convert or exchange any such the Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except , except as otherwise provided in Sub-Paragraph paragraph (iii5)(c) of this Paragraph (d)Article V.D., no adjustment of the Exercise Conversion Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation shall If STS in any manner grant (whether directly grants or by assumption in a merger or otherwise) ----------------------------- sells any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A STS Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting issuable upon exercise of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than the Market Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Class A STS Common Stock issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter Options, shall be deemed to be outstandingoutstanding and to have been issued and sold by STS at the time of the granting or sale of such Option for such price per share. Except as otherwise provided in Sub-Paragraph (iii) For purposes of this Paragraph paragraph, the "price per share for which STS Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (d)A) the total amount, no if any, received or receivable by STS as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to STS upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to STS upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of STS Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Exercise Conversion Price shall be made upon the actual issue issuance of such Class A STS Common Stock or of suchsuch Convertible Securities upon the exercise of such Options or upon the actual issuance of such STS Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (whether directly ----------------------------- grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting issuable upon exercise of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than the Market Price Base Rate in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter Options, shall be deemed to be outstandingoutstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. Except as otherwise provided in Sub-Paragraph (iii) For purposes of this Paragraph paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of any Convertible Securities" is determined by dividing (d)A) the total amount, no if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall ----------------------------- in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Adjustment Price in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such rights or options) deemed to be outstanding and to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingshare. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)Section 6.4, no adjustment of the Exercise Adjustment Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" ", and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration consider ation for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Convert ible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Warrant Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph paragraph (iii) of this Paragraph (dc), no adjustment of the Warrant Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the Corporation date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Conversion Price in effect immediately prior to the time as of the date of granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchCommon

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or other securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether (such warrants, rights and options to purchase Common Stock or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "Options") and the price per share for which Class A Common Stock is issuable upon the exercise of such Options is less than the Market Price on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the conversion exercise of all such Options will, as of the date of the issuance or exchange grant of such Convertible Securities (Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" shall be determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than , the Market Price in effect immediately prior to minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time of such Convertible Securities first become convertible or exchangeable, by (ii) the granting of such Options, then the maximum total maximum number of shares of Class A Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchOptions.

Issuance of Rights or Options. In case at any time the Corporation CJI shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation CJI as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation CJI upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Price in effect immediately prior to the time Conversion Price, determined as of the date of granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingshare. Except as otherwise provided in Sub-Paragraph (iiiSection 1.4.2(c) of this Paragraph (d)hereof, no further adjustment of the Exercise Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the Corporation date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Exercise Price in effect immediately prior to the time as of the date of granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share as of share, with the date of granting of such Options and thereafter shall be deemed to be outstandingeffect on the Exercise Price specified in Section hereof. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)Section 3.2.2 hereof, no further adjustment of the Exercise Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights right to subscribe for or to purchase, or any options for the purchase of, Class A of Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Optionsoptions, plus, in the case of such Options which relate to Convertible Securitiesconvertible securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, thereof by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsoptions) shall be less than the Market Exercise Price in effect immediately prior to the time of the granting of such Optionsoptions, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (df), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the Corporation date ----------------------------- hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "OptionsOPTIONS" and such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisableexercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)(ii)), and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingshare. Except as otherwise provided in Sub-Paragraph (iiiparagraph 3D(3) of this Paragraph (d)below, no adjustment or further adjustment (as the case may be) of the Exercise Warrant Purchase Price shall be made upon the actual issue of such Class A Common Stock or of suchConvertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any options, warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock Shares or any stock or securities security convertible into or exchangeable for Class A Common Stock Shares (such options, warrants and rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is Shares are issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock Shares issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Series C Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock Shares issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingOptions. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSubsection 9(d)(iii)(d)(3), no adjustment of the Exercise Series C Conversion Price shall be made upon the actual issue issuance of the Common Shares or Convertible Securities upon exercise of such Class A Options or upon the actual issuance of such Common Stock Shares upon conversion or exchange of suchsuch Convertible Securities.

Issuance of Rights or Options. In case the event that at any time or from time to time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A all holders of Common Stock (such rights i) rights, options or options being herein called "Options" and such convertible warrants to acquire (provided, however, that no adjustment shall be made under Section 4.03 or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable this Section 4.04 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.03 or this Section 4.04 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution. adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Class A Common Stock issuable upon the exercise of each Warrant immediately after such options issuance shall be determined by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of all such Convertible Securities issuable upon rights, options, warrants or securities (as determined in good faith by the exercise of such Options) Board, whose determination shall be less than evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) would purchase at the Current Market Price in effect immediately prior to the time Value per share of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date record date; and, subject to Section 4.08, in the event of granting of any such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)adjustment, no adjustment of the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. Notwithstanding any other provision of this Section 4.04, no adjustment shall be made upon pursuant to this Section 4.04 as a result of any such issuance in connection with (A) the actual issue exercise of such Class A Common Stock Warrants, (B) a bona fide public or private offering that is underwritten or in which a placement agent is retained by the Company, (C) an issuance to officers, directors or employees of suchthe Company or (D) acquisitions of products and businesses.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, consideration if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Series A Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dsubparagraph 6D(3), no adjustment of the Exercise Price Series A Conversion Price, shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case the event that at any time or from time to time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A all holders of Common Stock (such rights i) rights, options or options being herein called "Options" and such convertible warrants to acquire (provided, however, that no adjustment shall be made under Section 4.03 or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable this Section 4.04 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.03 or this Section 4.04 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Class A Common Stock issuable upon the exercise of each Warrant immediately after such options issuance shall be determined by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of all such Convertible Securities issuable upon rights, options, warrants or securities (as determined in good faith by the exercise of such Options) Board, whose determination shall be less than evidenced by a board resolution filed with the Market Price in effect immediately prior Warrant Agent, a copy of which will be sent by the Warrant Agent to any Holder upon request by such Holder to the time Warrant Agent) would purchase at the Current Market Value per share of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date record date; and, subject to Section 4.08, in the event of granting of any such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)adjustment, no adjustment of the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made upon pursuant to this Section 4.04 which shall have the actual issue effect of such Class A decreasing the number of shares of Common Stock issuable upon exercise of each Warrant or of suchincreasing the Exercise Price.

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting issuable upon exercise of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by is less than (iia) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Base Price in effect immediately prior to the time of the granting or sale of such OptionsOptions or (b) the Market Price determined as of such time, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter Options, shall be deemed to be outstandingoutstanding and to have been issued and sold by the Company at such time for such price per share. Except as otherwise provided in Sub-Paragraph (iii) For purposes of this Paragraph paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (d)A) the total amount, no if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which are exercisable into Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation ----------------------------- Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security directly or indirectly convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ix) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Warrant Price in effect immediately prior to the time of the granting of such Optionsoptions, then then, in calculating the adjustments to the Warrant Price, the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph subparagraph (iiic) of this Paragraph (d)below, no adjustment of the Exercise Warrant Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "OptionsOPTIONS" and such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Class A Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dsubsection 6(d)(3), no adjustment of the Exercise Class A Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise, except in the circumstances described in Section 7(f) below) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Class A Common Stock or any stock stock, notes or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock stock, notes or securities being herein called "“Convertible Securities") ”), whether or not such Options rights, options or warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable, such grant shall be deemed a sale by the Corporation of its Common Stock and the price per share for which Class A such deemed sale of Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (shall be determined by dividing (iA) the total amount, if any, in cash or property received or receivable by the Corporation as consideration for the granting of such Optionsrights, options or warrants, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation upon the exercise of all such Optionsrights, options or warrants, plus, in the case of such Options which rights, options or warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights, options or warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Optionsrights, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingwarrants. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection 7(e)(iii), no further adjustment of the Exercise Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights, options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Maker shall in any manner grant (whether directly any warrants or by assumption in a merger or otherwise) any other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "“Options" ” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities") ”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Corporation Maker as consideration for the granting of such Options, plus (y) the aggregate amount of additional consideration payable to the Corporation Maker upon the exercise of all such Options, plus, plus (z) in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstandingoutstanding for purposes of adjusting the Conversion Price. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection 6(e)(iii), no adjustment of the Exercise Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any ----------------------------- manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting issuable upon exercise of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than the Market Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter Options, shall be deemed to be outstandingoutstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. Except as otherwise provided in Sub-Paragraph (iii) For purposes of this Paragraph paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (d)A) the total amount, no if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Exercise Conversion Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment of the Conversion Price shall be made pursuant to paragraph 4(b) as a result of (w) the granting of stock options under qualified stock options plans approved by the Board of Directors of the Company, at exercise prices not less than the fair market value of the Common Stock at the date of grant, (x) the actual issuance of Common Stock upon the exercise of such stock options, (y) the issuance of Common Stock pursuant to the Company's Employee Stock Purchase Plan or (z) the issuance of Common Stock to non-employee directors pursuant to the Company's director stock grant program.

Issuance of Rights or Options. In case the event that at any time or from time to time the Corporation Company shall in any manner grant issue (whether directly i) rights, options or by assumption in a merger warrants to acquire (provided, however, that no further adjustment shall be made under Section 8.3 or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable this Section 8.4 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no further adjustment shall be made under Section 8.3 or this Section 8.4 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Fair Market Value per share of Common Stock in effect immediately prior to such issuance, the number of shares of Class A Common Stock issuable upon the exercise of each Warrant immediately after such options issuance shall be determined by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of all such Convertible Securities rights, options, warrants or securities would purchase at the Fair Market Value per share of Common Stock as of the record date; and, subject to Section 8.7 in the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made pursuant to this Section 8.4 which shall have the effect of decreasing the number of shares of Common Stock issuable upon exercise of each Warrant or increasing the Exercise Price. Notwithstanding any other provision of this Section 8.4, no adjustment shall be made pursuant to this Section 8.4 as a result of any such issuance in connection with (i) an issuance in a Public Equity Offering, (ii) an issuance to officers, directors or employees of the Company under the Company’s Third Amended and Restated Equity Incentive Plan (without giving effect to any amendments after the date hereof to increase the number of shares reserved for issuance under such plan), (iii) an issuance to officers, directors or employees of the Company under any plan or any amendment to a plan approved by the Company’s stockholders at the annual meeting of stockholders in 2012 or thereafter or (iv) the exercise of the Warrants. No adjustment to the number of Warrant Shares issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior Warrants or to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon for distributions to holders of the actual issue of such Class A Company’s Common Stock to the extent an adjustment has been made pursuant to Section 8.1 or a corresponding distribution has been made to Holders of suchWarrants pursuant to Section 8.2.

Issuance of Rights or Options. In case at any time the Corporation Company shall ------------------------------ in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Adjustment Price in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such rights or options) deemed to be outstanding and to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingshare. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)Section 6.4, no adjustment of the Exercise Adjustment Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case the event that at any time or from time to time the Corporation Company shall in any manner grant (whether directly issue rights, options or by assumption in a merger warrants to acquire, or otherwise) any rights securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or to purchase, or any options for the purchase of, Class A shares of Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the at a price per share for which Class A that is less than the Current Market Value per share of Common Stock is issuable in effect immediately prior to such issuance, the number of shares of Common Stock purchasable upon the exercise of each Warrant immediately after such Options issuance shall be determined by multiplying the number of shares of Common Stock purchasable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such Convertible Securities rights, options, warrants or securities (as determined by dividing (ithe Board of Directors of the Company acting in good faith, whose determination shall be evidenced by a board resolution) would purchase at the total amount, if any, received or receivable by the Corporation as consideration for the granting Current Market Value per share of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date record date. In the event of granting of any such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)adjustment, no adjustment of the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made upon pursuant to this Section 4.04 which shall have the actual issue effect of such Class A decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or of suchincreasing the Exercise Price.

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (whether directly or by assumption in a merger or otherwiseA) grants any rights or options (other than Purchase Rights covered by Section 3 hereof or a Permitted Issuance) to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock Units (such rights or options being herein called "“Options" and ”) or (B) issues or sells any stock or other securities convertible into or exchangeable for Common Units (such convertible or exchangeable stock or securities being herein called "“Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable”), and the price per share unit for which Class A such Common Stock is Units are issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than the Fair Market Price in effect immediately prior to the time of the granting Value per unit of such OptionsCommon Units then in effect, then the total maximum number of shares units of Class A Common Stock Units issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share unit. For purposes of this paragraph, the “price per unit for which Common Units are issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities” is determined by dividing (x) the total amount, if any, received or receivable by the Company as of consideration for the date of granting of such Options or the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options or the conversion or exchange of such Convertible Securities, plus, in the case that Options are issued in connection with Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstandingthe conversion or exchange thereof, by (y) the total maximum number of units of Common Units issuable upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no No further adjustment of the Exercise Price shall be made upon the actual issue issuance of Common Units or Convertible Securities upon the exercise of such Class A Options or upon the actual issuance of Common Stock Units upon conversion or exchange of suchsuch Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of all such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market applicable Conversion Price in effect for the Series A Preferred immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of such.

Issuance of Rights or Options. In case the event that at ------------------------------ any time or from time to time the Corporation Company shall in any manner grant (whether directly issue rights, options or by assumption in a merger warrants to acquire, or otherwise) any rights securities convertible or exchangeable into Debt Securities, Preferred Stock or Common Stock entitling the holders thereof to subscribe for or to purchasepurchase a principal amount of Debt Securities, or any options for the purchase of, Class A Common shares of Preferred Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisableStock, and the at a price per share for which Class A that is less than the Current Market Value of Debt Securities, or shares of Preferred Stock or Common Stock, in effect immediately prior to such issuance, the principal amount of Debt Securities, or the number of shares of Preferred Stock is issuable or Common Stock, purchasable upon the exercise of each Warrant immediately after such Options issuance shall be determined by multiplying the principal amount of Debt Securities, or the number of shares of Preferred Stock or Common Stock, purchasable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the principal amount of Debt Securities, Preferred Stock or Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional principal amount of Debt Securities, or number of shares of Preferred Stock or Common Stock, offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the principal amount of shares of Debt Securities, or number of shares of Preferred Stock or Common Stock, outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total principal amount of shares of Debt Securities, or number of shares of Preferred Stock or Common Stock, which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such Convertible Securities rights, options, warrants or securities (as determined by dividing (ithe Board of Directors of the Company acting in good faith, whose determination shall be evidenced by a board resolution) would purchase at the total amount, if any, received or receivable by the Corporation as consideration for the granting Current Market Value of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Debt Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share of Preferred Stock or Common Stock, as of the date record date. In the event of granting of any such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)adjustment, no adjustment of the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made upon pursuant to this Section 5.07 which shall have the actual issue effect of such Class A Common decreasing the principal amount of Debt Securities, or number of shares of Preferred Stock or Common Stock, purchasable upon exercise of sucheach Warrant or of increasing the Exercise Price.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock Shares or any stock or securities security convertible into or exchangeable for Class A Common Stock Shares (such warrants, rights or options being herein called "“Options" ” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities") ”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is Shares are issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plusplus (z), in the case of such Options which that relate to Convertible Securities, the minimum ​ aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock Shares issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options, without taking into account potential anti-dilution adjustments) shall be less than the Market Per Share Anti-Dilution Price in effect immediately prior to the time of the granting issuance of such Options, then the total maximum number of shares of Class A Common Stock Shares issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstandingoutstanding for purposes of adjusting the Per Share Anti-Dilution Price. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection ‎2.2(b)(iii), no adjustment of the Exercise Per Share Anti-Dilution Price shall be made upon the actual issue of such Class A Common Stock Shares or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Shares upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case If the Corporation, at any time after the Corporation shall Filing Date, in any manner grant grants (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section A.7(a)(vi)) less than the Conversion Price then in effect, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which Class A total maximum number of shares of Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by by, dividing (iA) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingso issued. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection A.7(a)(iii), no adjustment of the Exercise Conversion Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Senior Preferred Stock or any stock or securities convertible into or exchangeable for Class A Common Senior Preferred Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Senior Preferred Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iI) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Senior Preferred Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Senior Preferred Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchOptions.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly any warrants or by assumption in a merger or otherwise) any other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dsubsection 3(d)(iii), no adjustment of the Exercise Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock Units or any stock Units or securities security convertible into or exchangeable for Class A Common Stock Units (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock Units or securities being herein called "Convertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share Unit for which Class A Common Stock is Units are issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ia) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Class A Common Stock Units issuable upon the exercise of all such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market applicable Conversion Price in effect for the Preferred Units immediately prior to the time of the granting of such OptionsOptions or Convertible Securities, then the total maximum number of shares of Class A Common Stock Units issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share Unit as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph subparagraph (iii) of this Paragraph (d), no adjustment of the Exercise any Conversion Price shall be made upon the actual issue of such Class A Common Stock Units or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Units upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Issuer shall in any manner grant (whether directly any warrants or by assumption in a merger or otherwise) any other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A the Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing dividing: (iA) the sum (which sum shall constitute the applicable Consideration) of: (x) the total amount, if any, received or receivable by the Corporation Issuer as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Corporation Issuer upon the exercise of all such Options, plusplus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection 6(a)(vii), no adjustment of the Exercise Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share of Common Stock for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities are issuable upon the exercise of such Options) shall be , or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Market Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options Options, shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share as of Common Stock. For purposes of this paragraph, the date “price per share of granting Common Stock for which Common Stock are issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities” is determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstandingthe conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no No adjustment of the Exercise Conversion Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities or in connection with the issuance of any Excluded Securities.

Issuance of Rights or Options. In case the event that at any time or from time to time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A all holders of Common Stock (such rights i) rights, options or options being herein called "Options" and such convertible warrants to acquire (provided, however, that no adjustment shall be made under Section 4.03 or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable this Section 4.04 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.03 or this Section 4.04 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Class A Common Stock issuable upon the exercise of each Warrant immediately after such options issuance shall be determined by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of all such Convertible Securities issuable upon rights, options, warrants or securities (as determined in good faith by the exercise of such Options) Board, whose determination shall be less than evidenced by a Board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) would purchase at the Current Market Price in effect immediately prior to the time Value per share of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date record date; and, subject to Section 4.08, in the event of granting of any such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)adjustment, no adjustment of the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made upon pursuant to this Section 4.04 as a result of any issuance of rights, options or warrants (A) in connection with the actual issue exercise of such Class A Warrants, (B) to officers, directors or employees of the Company pursuant to customary stock incentive plans, (C) in connection with acquisitions of assets or businesses other than from Affiliates of the Company or (D) which shall have the effect of decreasing the number of shares of Common Stock issuable upon exercise of each Warrant or of suchincreasing the Exercise Price.

Issuance of Rights or Options. In case If the Company at any time the Corporation or from time to time, shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock Shares or any stock shares or securities security convertible into or exchangeable for Class A Common Stock Shares (such warrants, rights or options being herein called "“Options" ” and such convertible or exchangeable stock shares or securities being herein called "“Convertible Securities"”), in each case for consideration per share (determined as provided in this paragraph and in Section 3(v) below) less than the Conversion Price then in effect, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which total maximum number of Class A Common Stock is Shares issuable upon the exercise of such Options Options, or upon the conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be Shares deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingso issued. Except as otherwise provided in Sub-Paragraph (iiiSection 3(iii) of this Paragraph (d)below, no adjustment of the Exercise Conversion Price shall be made upon the actual issue issuance of such Class A Common Stock Shares or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issuance of such Class A Shares upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights (other than the Warrants) to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined as provided below) shall be less than 100% of the Current Value determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with SECTION 6(b). Except as provided in CLAUSE (III) of this SUBSECTION, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this CLAUSE (I), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchoptions.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, Class A Common Stock or any stock or securities convertible into or exchangeable for Common Stock or Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock or Class A Common Stock Stock, as the case may be, is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereofthereto, by (ii) the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such OptionsOption) shall be less than the Market Series C Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dsubparagraph 4E(3), no adjustment of the Exercise Series C Conversion Price shall be made upon the actual issue of such Common Stock or Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock or Class A Common Stock, as the case may be, upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company ----------------------------- shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Adjustment Price in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such rights or options) deemed to be outstanding and to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingshare. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)Section 6.4, no adjustment of the Exercise Adjustment Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Class A Common Stock common stock or any stock or securities convertible into or exchangeable for Class A Common Stock common stock (such rights rights, warrants or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock common stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such Options, plus, in the case of Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of common stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Series A-1 Conversion Price in effect or Series B Conversion Price, as the case may be, immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock common stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount number of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of the granting of such Options and thereafter shall be deemed to be outstanding. , Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dsection 3(c)(iii), no additional adjustment of the Exercise such Conversion Price shall be made upon the actual issue issuance of such Class common stock upon exercise of such Options or upon conversion or exchange of such Convertible Securities. Notwithstanding anything to the contrary in this section 3(c), the issuance of the Warrants (as defined in the Series A Common Stock Investment Agreement) and the Warrants (as defined in the Series B Purchase Agreement) and any subsequent exercise of the Warrants (as defined in the Series A Investment Agreement) or the Warrants (as defined in the Series B Purchase Agreement) shall not affect either the Series A-1 Conversion Price or the Series B Conversion Price. If, upon the expiration of suchsuch Options or rights to convert or exchange such Convertible Securities, such Options remain unexercised or such Convertible Securities remain unconverted or unexchanged, as the case may be, such Conversion Price shall again be adjusted as if such unexercised Options or unconverted or unexchanged Convertible Securities had not been granted.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options Options, or the right to convert or exchange any such Convertible Securities Securities, are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Total Warrant Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph subsection (iiia)(3) of this Paragraph (d)below, no adjustment of the Exercise Warrant Price and the Total Warrant Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case If at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Market Price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 7(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchoptions.

Issuance of Rights or Options. In Except for the Reserved Shares, in case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Series B Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dsubparagraph 4D(3), no adjustment of the Exercise Series B Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (------------------------------ issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or other securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether (such warrants, rights and options to purchase Common Stock or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "Options") and the price per share for which Class A Common Stock is issuable upon the exercise of such Options is less than the Exercise Price on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the conversion exercise of all such Options will, as of the date of the issuance or exchange grant of such Convertible Securities (Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than , the Market Price in effect immediately prior to minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time of such Convertible Securities first become convertible or exchangeable, by (ii) the granting of such Options, then the maximum total maximum number of shares of Class A Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchOptions.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of all such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time Five Dollars ($5.00) per share of the granting of such OptionsCommon Stock, then such issuance shall be deemed a Dilutive Financing, and the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph subparagraph (iii) of this Paragraph (dc), no adjustment in the number of the Exercise Price shares issued to Guilford shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities, upon the exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner ----------------------------- grant (whether directly or by assumption in a merger or otherwise) any rights (other than the Excepted Securities) to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock Convertible Securities whether or securities convertible into or exchangeable for Class A Common Stock (not such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Current Market Price determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share. Except as provided in Section 4.7, no further adjustments of the number of shares of Common Stock comprising a Stock Unit shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this Section 4.5, the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (ix) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of or additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchoptions.

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share unit for which Class A Common Stock Warrant Equity is issuable upon the exercise of such Options Options, or upon the conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting issuable upon exercise of such Options, plus is less than the aggregate amount of additional consideration payable Base Price determined immediately prior to the Corporation such granting or sale, then immediately upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number amount of shares of Class A Common Stock Warrant Equity issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter Options, shall be deemed to be outstandingoutstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per unit. Except as otherwise provided in Sub-Paragraph (iii) For purposes of this Paragraph paragraph, the “price per unit for which Warrant Equity is issuable upon exercise of such Options, or upon conversion or exchange of such Convertible Securities” is determined by dividing (d)A) the total amount, no if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum amount of Warrant Equity issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Exercise Price under this Section shall be made upon the actual issue issuance of such Class A Common Stock Warrant Equity or of suchsuch Convertible Securities upon the exercise of such Options or upon the actual issuance of such Warrant Equity upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Warrant Purchase Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph subparagraph (iii) of this Paragraph (da)(3), no adjustment of the Exercise Warrant Purchase Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time If [and whenever on or after the Corporation shall original date of issuance of this Warrant] the Company in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or other securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than the Market Price in effect immediately prior to the time of the granting of such Options$12.50 per share, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (I) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (II) the total maximum number of shares of Common Stock issuable upon the exercise of such Options shall be deemed to have been issued for or upon the conversion or exchange of all such price per share as of Convertible Securities issuable upon the date of granting exercise of such Options and thereafter shall be deemed to be outstandingOptions. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no No further adjustment of the Exercise Purchase Price shall be made when Convertible Securities are actually issued upon the actual issue exercise of such Class A Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of suchsuch Convertible Securities.

Issuance of Rights or Options. In case at any time after the Corporation date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Exercise Price in effect immediately prior to the time as of the date of granting of such Optionssecurities, rights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share as of share, with the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of effect on the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchspecified in Section 3.2.1

Issuance of Rights or Options. In case at any time on or after the Corporation date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Class A of Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options rights or options or warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A shares of Common Stock is are issuable upon the exercise of such Options rights or options or warrants or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options or warrants, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options or warrants, or plus, in the case of such Options rights or options or warrants which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options or warrants) shall be less than the Market Price in effect immediately prior to of the time Common Stock determined as of the date of the granting of such Optionsrights or options, as the case may be, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or warrants or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options or warrants shall be deemed to be outstanding as of the date of the granting of such rights or options or warrants and to have been issued for such price per share as of share, with the date of granting of such Options and thereafter shall be deemed to be outstandingeffect on the Option Exercise Price specified in Section. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection 5(b)(C), no further adjustment of the Option Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, provided in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsfollowing sentence) shall be less than the Market Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of all such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall shall, for purposes of this Subsection 7(b), be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. The price per share for which Common Stock is issuable, as referred to in the preceding sentence, shall be determined by dividing (a) the sum of (l) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (2) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (3) in the case of all such Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of all such Convertible Securities (to the extent not counted in clause (2)) and upon the conversion or exchange of all such Convertible Securities into Common Stock, by (b) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options; the consideration received or receivable by the Company shall in each case be determined in accordance with Paragraph (5) of Subsection 7(b) hereof. Except as otherwise provided in Sub-Paragraph (iii4) of this Paragraph (d)Subsection 7(b) hereof, no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or other securities convertible into or exchangeable for Class A Common Stock Stock, other than options or warrants granted or issued pursuant to any Company stock option or restricted stock plan approved by a majority of the Company's disinterested directors or pursuant to a bona fide senior lending arrangement with a financial institution (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether (such warrants, rights and options to purchase Common Stock or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "Options") and the price per share for which Class A Common Stock is issuable upon the exercise of such Options is less than the Market Price on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the conversion exercise of all such Options will, as of the date of the issuance or exchange grant of such Convertible Securities (Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than , the Market Price in effect immediately prior to minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time of such Convertible Securities first become convertible or exchangeable, by (ii) the granting of such Options, then the maximum total maximum number of shares of Class A Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchOptions.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security directly or indirectly convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "“Options" ” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities") ”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus (y) the aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plusplus (z), in the case of such Options which that relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Exercise Price per Warrant Share on an as-converted to Common Stock basis in effect immediately prior to the time of the granting of such Options, disregarding any limitations or prohibitions on conversion thereof, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstandingoutstanding for purposes of adjusting the Exercise Price. Except as otherwise provided in Sub-Paragraph paragraph (iii) of this Paragraph (de)(ii)(3), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the avoidance of doubt, the term “Convertible Securities” shall not include the Series C Preferred Stock.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, Class A Common Stock or any stock or securities convertible into or exchangeable for Common Stock or Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock or Class A Common Stock Stock, as the case may be, is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Series C Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dsubparagraph 4E(3), no adjustment of the Exercise Series C Conversion Price shall be made upon the actual issue of such Common Stock or Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock or Class A Common Stock, as the case may be, upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner after the date hereof grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share (the "Option Price") for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Exercise Price in effect immediately prior to the time of the granting of such Optionsrights or options with respect to rights or options granted prior to the Market Price Adjustment Date or less than the Current Market Price on the date of the grant of such rights or options with respect to rights or options granted on or after the Market Price Adjustment Date, as the case may be, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be deemed to have been issued for such price per share (as of the date of granting of such Options and thereafter shall be rights or options) deemed to be outstandingAdditional Stock issued on the date of such grant for the Option Price per share. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection 4(e)(viii), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the Corporation Issue Date the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Class A Common Stock or any stock stock, notes or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock stock, notes or securities being herein called "“Convertible Securities") ”), whether or not such Options rights, options or warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights, options or warrants or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, in cash or in property received or receivable by the Corporation Company as consideration for the granting of such Optionsrights, options or warrants, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights, options or warrants, plus, in the case of such Options which rights, options or warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights, options or warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights, options or warrants) shall be less than the Market Exercise Price in effect immediately prior to the time of the granting of such Optionsrights, options or warrants, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights, options or warrants or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights, options or warrants shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingshare. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection 2(a)(iii), no further adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights, options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "“Options" ” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities"”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Conversion Price for the Series D Preferred Stock or the Series E Preferred Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)Section 5.8.1.3, no adjustment of the Exercise any Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the Corporation date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Exercise Price in effect immediately prior to the time as of the date of granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share as of share, with the date of granting of such Options and thereafter shall be deemed to be outstandingeffect on the Exercise Price specified in SECTION 3.2(A) hereof. Except as otherwise provided in Sub-Paragraph (iiiSECTION 3.2(B) of this Paragraph (d)hereof, no further adjustment of the Exercise Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "“Options" ” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities"”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Purchase Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dparagraph 12A(3), no adjustment of the Exercise Purchase Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Exercise Price in effect immediately prior to the time as of the date of granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share as of share, with the date of granting of such Options and thereafter shall be deemed to be outstandingeffect on the Exercise Price specified in Paragraph 5(c) hereof. Except as otherwise provided in Sub-Paragraph (iii5(c) of this Paragraph (d)hereof, no further adjustment of the Exercise Price shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Preferred Stock or any stock or securities convertible into or exchangeable for Class A Common Preferred Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Preferred Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, provided in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsfollowing sentence) shall be less than the Market Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Preferred Stock issuable upon the exercise of all such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall shall, for purposes of this Subsection 7(b), be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. The price per share for which Preferred Stock is issuable, as referred to in the preceding sentence, shall be determined by dividing (a) the sum of (l) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (2) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (3) in the case of all such Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of all such Convertible Securities (to the extent not counted in clause (2)) and upon the conversion or exchange of all such Convertible Securities into Preferred Stock, by (b) the total maximum number of shares of Preferred Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options; the consideration received or receivable by the Company shall in each case be determined in accordance with Paragraph (5) of Subsection 7(b) hereof. Except as otherwise provided in Sub-Paragraph (iii4) of this Paragraph (d)Subsection 7(b) hereof, no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Preferred Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Preferred Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the Corporation date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Exercise Price in effect immediately prior to the time as of the date of granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall be deemed to have been issued for such price per share be outstanding as of the date of the granting of such Options rights or options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchto

Issuance of Rights or Options. In case at any time If the Corporation shall Company in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting issuable upon exercise of such Options, plus is less than the aggregate amount of additional consideration payable Base Price determined immediately prior to the Corporation such granting or sale, then immediately upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter Options, shall be deemed to be outstandingoutstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. Except as otherwise provided in Sub-Paragraph (iii) For purposes of this Paragraph paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options, or upon conversion or exchange of such Convertible Securities" is determined by dividing (d)A) the total amount, no if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum amount of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Exercise Price under this Section shall be made upon the actual issue issuance of such Class A Common Stock or of suchsuch Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case the event that at any time or from time to time the Corporation Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A all holders of Common Stock (such rights i) rights, options or options being herein called "Options" and such convertible warrants to acquire (provided, however, that no adjustment shall be made under Section 4.04 or exchangeable stock or securities being herein called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable this Section 4.05 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.04 or this Section 4.05 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than 95% of the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Class A Common Stock issuable upon the exercise of each Warrant immediately after such options issuance shall be determined by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of all such Convertible Securities issuable upon rights, options, warrants or securities (as determined in good faith by the exercise of such Options) Board, whose determination shall be less than evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) would purchase at the Current Market Price in effect immediately prior to the time Value per share of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date record date; and, subject to Section 4.09, in the event of granting of any such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d)adjustment, no adjustment of the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. Notwithstanding any other provision of this Section 4.05, no adjustment shall be made upon pursuant to this Section 4.05 as a result of any such issuance in connection with (A) the actual issue exercise of such Class A Common Stock Warrants, (B) a bona fide public or private offering that is underwritten or in which a placement agent, broker-dealer or investment bank is retained by the Company, (C) an issuance to officers, directors or employees of suchthe Company and/or its affiliates or (D) acquisitions of assets, securities, products and/or businesses (whether by purchase, merger, amalgamation, business combination, arrangement or other form of acquisition).

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options rights or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than the Market Adjustment Price in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such rights or options) deemed to be outstanding and to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstandingshare. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dparagraph 2C(3), no adjustment of the Exercise Adjustment Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "“Options" ” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities"”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the aggregate consideration) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the granting of such Options, plus (y) the aggregate amount of additional consideration payable to the Corporation Company upon the exercise of all such Options, plusplus (z), in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities Securities, as the case may be, issuable upon the exercise of such Options) shall be is less than the Market Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such the price per share determined pursuant to this Section 8(d)(1) as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstandingoutstanding for purposes of adjusting the Exercise Price. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dSection 8(d)(3), no adjustment of the Exercise Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities security convertible into or exchangeable for Class A Common Stock (such warrants, rights or options being herein called "OptionsOPTIONS" and such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Market Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (dsubparagraph 6D(3), no adjustment of the Exercise Conversion Price shall be made upon the actual issue of such Class A Common Stock or of suchsuch Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.