Common use of Other Distributions Clause in Contracts

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Average Market Price of the Common Stock on the last trading day preceding determined as of the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such the Average Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such subtracted amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, “Fair Market Value” shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market for the five (5) Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or shall be as reasonably determined in good faith by the Company’s Board of Directors and the Holder. If the Fair Market ValueValue of the Common Stock cannot be determined by the Company’s Board of Directors and the Holder after five (5) business days, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment determination shall be made successively whenever such by a record date is fixedthird party appraisal firm mutually agreeable by the Board of Directors and the Holder, at the expense of the Company (the “Independent Appraiser”). In such event, The fair market value as determined by the number of Shares issuable upon the exercise of this Warrant Independent Appraiser shall be increased final. The Exercise Price shall be reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case the Company Corporation shall fix a record date for the making of a distribution to all holders of its shares of its Common Stock of securitiesStock, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A11(a)), in each such case, the Exercise Conversion Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Conversion Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades in a regular way (including on the principal national securities exchange on which the Common Stock is listed or admitted to trading trading) without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, cash, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “"Per Share Fair Market Value”") divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Conversion Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such sharessecurities, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Conversion Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant Conversion Rate if such record date had not been fixed.

Other Distributions. In case If the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)2.2), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter upon occurrence of the record date to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such subtracted amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Exercise Number shall be increased to the number obtained by dividing multiplying the Exercise Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a dividend or distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)4.2), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange Exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant any Warrants shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares shares of Common Stock issuable upon the exercise of this Warrant such Warrants before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares shares of Common Stock issuable upon exercise of this Warrant such Warrants then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares shares of Common Stock that would then be issuable upon exercise of this Warrant such Warrants if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)(i)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Average Market Price of the Common Stock on the last trading day preceding determined as of the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such the Average Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In Except with respect to a Permitted Rights Offering, in case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), rights or warrants, in each such case, the Exercise Price in effect immediately prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights any class or warrants of any Person other than shares of the Common Stock or (ii) of evidence of indebtedness of the Company or any Subsidiary or (iii) of assets (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants, in each such casecase the number of Shares issuable upon exercise of this Warrant shall be multiplied by a fraction, the Exercise numerator of which is the Market Price in effect prior to per share of Common Stock on such record date shall be reduced immediately thereafter to and the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient denominator of (x) which is the Market Price per share of the Common Stock on such record date less the last trading day preceding fair market value (as reasonably determined by the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed Board, whose good faith determination shall be conclusive) of said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one per share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x)Stock; such adjustment shall be made successively whenever such a take effect on the record date is fixedfor such distribution. In such event, the number of Shares issuable upon the exercise of this Warrant Exercise Price shall be increased to multiplied by a fraction, the number obtained by dividing (x) the product numerator of (1) which is the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) denominator of which is the new Exercise Price number of Shares issuable upon exercise of this Warrant determined in accordance with the immediately preceding sentence. In Notwithstanding the case foregoing, in the event that the fair market value (as determined above) of adjustment for a cash dividend the shares or evidences of indebtedness or assets or rights or warrants to be so distributed with respect to one share of Common Stock is equal to or greater than the Market Price per share of Common Stock on such record date, then proper provision shall be made such that is, or is coincident with, a regular quarterly cash dividendupon exercise of the Warrant, the Per Share Fair Market Value holder shall receive the amount and kind of such shares, assets, evidences of indebtedness, rights or warrants such holders would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividendhave received had such holders exercised this Warrant immediately prior to such record date. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date Record Date for the making of a distribution to all holders of its Common Shares of (a) shares of its any class other than Common Stock Shares, (b) evidence of securitiesindebtedness of the Company or any Subsidiary, evidences of indebtedness(c) other Securities, assets, cash, rights assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)4.2) or (d) rights or warrants (other than in connection with the adoption of a stockholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined obtained by multiplying the Exercise Price in effect immediately prior to the reduction thereto by the quotient of fraction resulting from dividing (x) an amount equal to the Market Price difference resulting from (i) the number of the Common Stock Shares outstanding on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or Record Date multiplied by the Fair Market Value of the securitiesCommon Shares on the trading date immediately prior to such Record Date less (ii) the Fair Market Value of said shares, evidences of indebtedness, assets, cash, rights or warrants to be so distributed in respect of one share of the aggregate to all Common Stock (Shares outstanding on such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided Record Date by (y) such Market Price the number of Common Shares outstanding on such Record Date multiplied by the Fair Market Value of the Common Shares on the trading date specified in clause (x); immediately prior to such Record Date. Such adjustment shall be made successively whenever such a record date Record Date is fixed. In such event, the number of Common Shares issuable upon the exercise of this a Warrant shall be increased to the number obtained by dividing (x) the product of (1i) the number of Common Shares issuable upon the exercise of this a Warrant before such adjustment, adjustment and (2ii) the Exercise Price in effect immediately prior to the Record Date for the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately second preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Common Shares issuable upon exercise of this a Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rightscash, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Common Shares that would then be issuable upon exercise of this a Warrant if such record date Record Date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a dividend or distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)4.2), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange Exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number Denomination of Shares any Warrant Certificate and the Common Stock issuable upon the exercise of this Warrant any Warrants shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares shares of Common Stock issuable upon the exercise of this Warrant such Warrants before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares shares of Common Stock issuable upon exercise of this Warrant such Warrants then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares shares of Common Stock that would then be issuable upon exercise of this Warrant such Warrants if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (xi) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (yii) such Market Price on such date specified in clause (xi); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(a)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution shall, by dividend or otherwise, distribute to all holders of shares record of its Common Stock Shares evidences of its indebtedness, shares of any class or series of Capital Stock, cash or assets (including securities, evidences of indebtednessbut excluding any securities or rights, assets, cash, rights options or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in subparagraph (i) of this Section 13(A)4.2(a) and any dividend or distribution paid exclusively in cash), in each such case, the Exercise Conversion Price in effect prior to such record date shall be reduced immediately thereafter to so that such price shall equal the price determined by multiplying the Exercise Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subparagraph (iii) by a fraction of which the quotient numerator shall be the current Market Price per share of the Common Shares on the Reference Date less the Fair Market Value, on the Reference Date, of such number or amount of the evidences of indebtedness, shares of Capital Stock, cash and assets that is so distributed to a holder of one Common Share and the denominator shall be such current Market Price per share of the Common Shares, such reduction to become effective on the later to occur of (x) immediately prior to the Market Price opening of business on the day following the Reference Date and (y) the time at which such dividend or other distribution is unconditionally declared by the Board of the Company. For purposes of this subparagraph (iii), any dividend or distribution that includes (but is not limited to) Common Stock on the last trading day preceding the first date on which the Shares, securities convertible or exchangeable into Common Stock trades regular way on the principal national securities exchange on which the Shares or rights, options or warrants to subscribe for or purchase Common Stock is listed Shares shall be deemed instead to be (1) a dividend or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value distribution of the securities, evidences of indebtedness, assetscash, assets or shares of Capital Stock other than such Common Shares, such securities convertible or exchangeable into Common Shares or such rights, options or warrants (so that any Conversion Price reduction required by this subparagraph (iii) is made) immediately followed by (2) a dividend or distribution of such Common Shares, such securities convertible or exchangeable into Common Shares or such rights, options or warrants (so that there is made any further Conversion Price reduction required by subparagraph (i), except (A) the Reference Date of such dividend or distribution shall be substituted as "the date fixed for the determination of shareholders entitled to receive such securities, rights or warrants or for such issuance" and "the date fixed for such determination" within the meaning of subparagraph (i) and (B) any Common Shares included in such dividend or distribution shall not be included in the "number of Fully-Diluted Shares outstanding at the close of business on the date fixed for such determination" within the meaning of subparagraph (i). In case any dividend or other distribution referred to be so distributed in this subparagraph (iii) in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such which an adjustment shall have been made shall not be made successively whenever such a record paid or otherwise distributed on the date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing fixed therefor (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price as determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced good faith by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such sharesthe Company whose good faith determination shall be conclusive), evidences of indebtedness, assets, rights, cash or warrants, as the case may be, Conversion Price shall be readjusted to the Exercise Conversion Price that would then be have been in effect and the number if no adjustment had been made on account of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixeddividend or other distribution.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case (a) If the Company Company, at any time while this Warrant is outstanding, shall fix a record date for the making of a distribution distribute to all holders of Common Stock (and not to the Holders), shares of its Common any class of Capital Stock of the Company (other than any dividends or distributions to which Section 2.1 applies) or evidences of its indebtedness, cash or other assets, including securities, but excluding dividends or distributions of stock, securities or other property or assets (including cash) in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 2.3 applies (such Capital Stock, evidences of its indebtedness, assets, cash, rights other assets or warrants (excluding Ordinary Cash Dividendssecurities being distributed hereinafter in this Section 2.2 called the “Distributed Assets”), dividends of its Common Stock and other dividends or distributions referred to in Section 13(A))then, in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter so that the same shall be equal to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction close of business on the record date with respect to such distribution by the quotient of a fraction: (xi) the Market Price numerator of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or shall be the Fair Market Value of the securitiesCommon Stock of the Company on such date less the fair market value (as determined by the Board of Directors, evidences whose determination shall be conclusive and set forth in a Board resolution) on such date of indebtedness, assets, rights or warrants to be the portion of the Distributed Assets so distributed in respect of applicable to one share of Common Stock (such amount and/or Fair Market Value, determined on the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, basis of the number of Shares issuable upon shares of Common Stock outstanding on the exercise record date); and (ii) the denominator of this Warrant which shall be increased to such Fair Market Value of the number obtained by dividing (x) Common Stock of the product of (1) the number of Shares issuable upon the exercise of this Warrant before Company on such adjustment, and (2) date. Such reduction in the Exercise Price in effect shall become effective immediately prior to the distribution giving rise to this adjustment by opening of business on the day following the record date. However, in the event that the then fair market value (yas so determined) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend Distributed Assets so distributed applicable to one share of Common Stock is equal to or greater than the fair market value on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that the Holder of this Warrant shall have the right to receive upon conversion hereof (or any portion hereof) the amount of Distributed Assets the Holder would constitute an Ordinary Cash Dividendhave received had the Holder converted this Warrant (or portion hereof) immediately prior to such Exercise Price. In the event that such dividend or distribution is not so paid or made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall again be readjusted, effective as of the date when the Board of Directors determines not adjusted to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to be the Exercise Price that otherwise would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date dividend or distribution had not been fixeddeclared. (b) The following terms used in this Section 2.2 shall have meanings ascribed to them as set forth below: (i) The phrase “Fair Market Value of the Common Stock” shall mean the average of the daily Trading Prices per share of Common Stock (or such other security as specified herein) for the 10 consecutive Trading Days immediately prior to the date in question .

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Series B Preferred Stock (i) of securitiesevidence of indebtedness of the Company or any Subsidiary, evidences (ii) of indebtedness, assets, cash, rights other securities or warrants assets (excluding Ordinary Cash Dividends, dividends of its Common Stock and other stock dividends or distributions referred to in Section 13(A12(A) or dividends or distributions of cash), or (iii) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Series B Preferred Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securitiessaid shares, evidences of indebtedness, securities, assets, cash or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Series B Preferred Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, "Fair Market Value" shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market for the 5 Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valueshall be as reasonably determined in good faith by the Company's Board of Directors and the Holder. In the event of any adjustment pursuant to this Section, the “Per Share Fair Market Value”) divided by (y) such Market Exercise Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any such event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securitiesshares of any class other than its Common Stock, evidences (ii) of indebtednessevidence of indebtedness of the Company or any Subsidiary, assets, cash, rights or warrants (iii) of assets (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (excluding those referred to in Section 13(B)), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to per Share on such record date, less (2) the reduction fair market value (as reasonably determined by the quotient Board) of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, "Fair Market Value" shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange or trading market on which the Common Stock is traded, listed or quoted (the "Principal Market") for the 5 Trading Days preceding the date of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixedas reasonably determined in good faith by the Company's Board of Directors and the Holder. In such event, the number of Shares issuable upon the exercise of this Warrant The Exercise Price shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case If the Company shall fix a record date for Company, at any time while this Warrant is outstanding, distributes to holders of securities of the making same class as the Warrant Shares (i) evidences of its indebtedness, (ii) any security (other than a distribution to all holders of shares of its Common Stock of securitiescovered by Section 9(a)), evidences of indebtedness, assets, cash, (iii) rights or warrants to subscribe for or purchase any security, or (excluding Ordinary Cash Dividendsiv) any other asset (in each case, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A"Distributed Property")), then, in each such case, the Exercise Price in effect prior Holder, on exercise of this Warrant, will be entitled to such receive with respect to each Warrant Share issuable under this Warrant as of the record date shall be reduced immediately thereafter fixed for such distribution, the greatest per share amount of Distributed Property received by any holder of the same class of security as the Warrant Shares that is to receive such Distributed Property or that a holder of any class of security that is the price determined by multiplying same as the Warrant Shares that is to receive such Distributed Property is entitled to receive, and the Exercise Price in effect immediately prior to the reduction record date fixed for determination of Persons entitled to receive such distribution and the Exercise Price thereafter applicable will be adjusted (effective on and after such record date) to equal the product of such Exercise Price multiplied by the quotient of a fraction, (xA) the Market numerator of which will be the Weighted Average Price per share of the Common Stock on such record date less the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value then fair market value per share of the securities, evidences of indebtedness, assets, rights or warrants to be so Distributed Property distributed in respect of one outstanding share of Common Stock, together with any other Warrant Shares that a Holder has become entitled to receive with respect to one share of Common Stock subject to this Warrant after the Original Issue Date, (which value, if the Distributed Property is other than cash or marketable securities, will be as determined in the same manner as the Weighted Average Price in the event of a dispute as to such amount and/or Fair Market Value, amount) and (B) the “Per Share Fair Market Value”denominator of which will be the Weighted Average Price per share of the Common Stock (and all other Warrant Shares that a Holder has become entitled to receive with respect to one share of Common Stock subject to this Warrant after the Original Issuance Date) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixeddate.

Other Distributions. In case (a) If the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)2.2), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter upon occurrence of the record date to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuetotal subtracted amount, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Exercise Number shall be increased to the number obtained by dividing multiplying the Exercise Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, . (b) No adjustment in the Exercise Price and or Exercise Number need be made under Section 2.4(a) if the number Company agrees to issue or distribute, as applicable, to each Holder, upon payment of the Exercise Price, in addition to the applicable Warrant Shares issuable upon exercise of this Warrant then such payment, the assets referred to in effect shall be readjusted, effective as of that paragraph which each Holder would have been entitled to receive had the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, Warrants been exercised prior to the Exercise Price that would then be in effect and happening of such event or the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedwith respect thereto.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securitiesshares of any class other than its Common Stock, evidences (ii) of indebtednessevidence of indebtedness of the Company or any Subsidiary, assets, cash, rights (iii) of assets or warrants cash (excluding the amount of Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of shares of any class other than its Common Stock, (ii) of evidence of indebtedness of the Company or any Subsidiary of the Company, (iii) of other securities, evidences of indebtedness, assets, cash, rights assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or securities or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, securities, assets, rightscash, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securitiesevidence of indebtedness of the Company or any Subsidiary, evidences (ii) of indebtedness, assets, cash, rights other securities or warrants assets (excluding Ordinary Cash Dividends, dividends of its Common Stock and other stock dividends or distributions referred to in Section 13(A12(A) or dividends or distributions of cash), or (iii) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Voting Common Stock and Non-Voting Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securitiessaid shares, evidences of indebtedness, securities, assets, cash or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Voting Common Stock and Non-Voting Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (1) of securities, evidences shares of indebtedness, any class other than its Common Stock or (2) of evidence of indebtedness of the Company or any Subsidiary or (3) of assets, cash, or (4) of rights or warrants (in each case excluding (A) Ordinary Cash Dividends, dividends of its Common Stock and other (B) any dividends or distributions distribution referred to in Section 13(A)6.1(e) and (C) any LTWs as defined in the Investment Agreement), in each such case, case the Exercise Price in effect prior to such on the record date shall will be reduced immediately thereafter by an amount equal, in the case of a distribution in cash, to the price determined by multiplying amount thereof payable per share of the Exercise Price Common Stock, or in effect immediately prior the case of any other distribution, to the reduction by the quotient of (x) the Market Price fair value thereof per share of the Common Stock on as determined by the last trading day preceding Board of Directors (in each case multiplied by the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount number of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share shares of Common Stock (such amount and/or Fair Market Value, then comprising the “Per Share Fair Market Value”) divided by (y) such Market Price Reference Package). Such reductions shall take effect on such date specified in clause (x); such adjustment shall be made successively whenever such a the record date is fixedfor such distribution. In such event, the number of Warrant Shares issuable upon the exercise of this each Warrant shall be increased to the number obtained by dividing (x) the product of (1A) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date and distribution had not been fixed.

Other Distributions. In case the Company Holdings shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A2.20(f)(i)), in each such case, the Exercise Conversion Price in effect prior to such record date shall be reduced immediately thereafter or at such later date as the Board of Directors may determine for purposes of the determination of Fair Market Value of the distribution (but in any event not later than 10 Business Days after the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution) to the price determined by multiplying the Exercise Conversion Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such . Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Term Loan Shares issuable upon the exercise of this Warrant shall be increased (and the Conversion Rate increased proportionately) to the number obtained by dividing multiplying the Term Loan Shares immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Conversion Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Conversion Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price Conversion Price, Conversion Rate and the number of Term Loan Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price Conversion Price, Conversion Rate and the number of Term Loan Shares that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such subtracted amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing (x) multiplying the product Warrant Share Number immediately prior to such adjustment by the quotient of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2a) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (yb) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securitiesshares of any class other than its Common Stock, evidences (ii) of indebtednessevidence of indebtedness of the Company or any Subsidiary, assets, cash, rights (iii) of assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of any class other than its Common Stock and other than shares referred to in Section 13(A)(i), (ii) of evidence of indebtedness of the Company or any Subsidiary, (iii) of other securities, assets or cash (excluding dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Voting Common Stock and Non-Voting Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Voting Common Stock and Non-Voting Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. Notwithstanding anything to the contrary herein, if the Company declares a dividend or makes a distribution as described in this Section 13(C), the Warrantholder may elect, in its sole and absolute discretion, to participate in such dividend or distribution in lieu of receiving the adjustment to the Exercise Price as described in this Section 13(C). In the event of such an election, the dividend or distribution that the Warrantholder is entitled to receive shall be based on the amount of the dividend or distribution that the Warrantholder would have received if it had exercised this Warrant in its entirety immediately prior to the record date of such dividend or distribution, as applicable. For the avoidance of doubt, the election under this Section 13(C) shall have no effect on any provisions of this Warrant other than as expressly set forth in this Section 13(C).

Other Distributions. In case the Company shall fix a record date for the making of a dividend or distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)5.1), in each such case, the Class A Exercise Price and the Class B Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Class A Exercise Price or the Class B Exercise Price, as the case may be, in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant any Warrants shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares shares of Common Stock issuable upon the exercise of this Warrant such Warrants before such adjustment, and (2) the Class A Exercise Price or the Class B Exercise Price, as the case may be, in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Class A Exercise Price or the Class B Exercise Price, as the case may be, determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Class A Exercise Price or the Class B Exercise Price, as the case may be, and the number of Shares shares of Common Stock issuable upon exercise of this Warrant such Warrants then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Class A Exercise Price or the Class B Exercise Price, as the case may be, that would then be in effect and the number of Shares shares of Common Stock that would then be issuable upon exercise of this Warrant such Warrants if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (1) of securities, evidences the shares of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of any class other than its Common Stock or (2) of evidence of indebtedness of the Company or any of its subsidiaries or (3) of assets (including cash, but excluding ordinary cash dividends and other dividends or distributions referred to in Section 13(A)paragraph 3B), or (4) rights or warrants, then in each such case, case the Exercise Price in effect immediately prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, (i) the reduction numerator of which shall be an amount equal to the difference resulting from (A) the number of shares of Common Stock outstanding on such record date multiplied by the quotient of (x) the Market Price per share of the Common Stock on such record date, less (B) the last trading day preceding fair market value (as reasonably determined by the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount Board of cash and/or the Fair Market Value Directors of the securities, Company) of said shares or evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect distributed, and (ii) the denominator of one which shall be equal to the number of shares of Common Stock outstanding on such record date multiplied by the Market Price per share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixeddate. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (xi) the product of (1a) the number of Shares shares of Common Stock issuable upon the exercise of this the Warrant before such adjustment, adjustment to the Exercise Price and (2b) the Exercise Price in effect immediately prior to the distribution giving rise to this such adjustment by (yii) the new reduced Exercise Price determined in accordance with the immediately preceding sentence. In Such adjustment to the case of adjustment for Exercise Price shall be made successively whenever such a cash dividend that is, or record date is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividendfixed. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Company's Board of Directors determines not to distribute such shares, evidences evidence of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (or any successor security interests) (i) of securitiesshares of any class other than its Common Stock, evidences (ii) of indebtednessevidence of indebtedness of the Company or any Subsidiary, assets, cash, rights (iii) of assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securitiessuch shares, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rightscash, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company Corporation shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common New York Stock is listed or admitted to trading Exchange without the right to receive such distribution, minus the amount of cash and/or or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter or at such later date as the Board of Directors may determine for purposes of the determination of Fair Market Value (but in any event not later than 10 business days after the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution) to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, "FAIR MARKET VALUE" shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the 5 Trading Day average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market (as defined in the Purchase Agreement) for the 5 Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixedas reasonably determined in good faith by the Company's Board of Directors and the Holder. In such event, the number of Shares issuable upon the exercise of this Warrant The Exercise Price shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case If the Company shall fix fixes a record date for the making of a any distribution to all holders of shares of its Common Stock of Units, other securities, evidences of indebtednessindebtedness or other assets or property of the Company to all or substantially all holders of the Common Units, assets, cash, excluding: (i) distributions and rights or warrants referred to in Sections 5.1(b) or (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or ii) distributions paid exclusively in cash referred to in Section 13(A5.1(e); and (iii) any Transaction Consideration in a Reorganization Event (for which Section 5.1(j)(A) applies), in then the number of Warrant Units for which each such caseWarrant is exercisable will be adjusted based on the following formula: SP0 NS' = NS0 x SP0 - FMV where, NS' = the Exercise Price number of Warrant Units for which each Warrant is exercisable in effect prior to immediately after such record date shall be reduced immediately thereafter to distribution NS0 = the price determined by multiplying the Exercise Price number of Warrant Units for which each Warrant is exercisable in effect immediately prior to such distribution SP0 = the reduction by the quotient of (x) the Current Market Price of the per Common Stock Unit ending on the last trading day Trading Day immediately preceding the first date on which the Common Stock trades Units trade regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus distribution FMV = the amount of cash and/or fair market value (as determined reasonably and in good faith by the Fair Market Value Company) of the Common Units, other securities, evidences of indebtedness, assetsassets or property distributed with respect to each issued and outstanding Common Unit on the record date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., rights or warrants New York City time, on the Business Day following the date fixed for the determination of unit holders entitled to be so distributed in respect of one share of Common Stock (receive such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such distribution. Such adjustment shall be made successively whenever such a record date is fixedfixed with respect to a subsequent event. In To the extent such eventdistribution is not so paid or made, the number of Shares issuable upon the exercise of this Warrant shall Units will automatically be increased readjusted to the number obtained by dividing that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid. In the event the Company makes a distribution of rights pursuant to a unit holders’ rights plan, no adjustment shall be required under this Section 5.1(d) until the time such rights become exercisable. With respect to an adjustment pursuant to this Section 5.1(d) where there has been a equity interest, of or relating to a subsidiary or other business unit listed on a national securities exchange (x) a “Spin-Off”), the number of Warrant Units for which each Warrant is exercisable in effect immediately before 5:00 p.m., New York City time, on the record date fixed for determination of unit holders entitled to receive the distribution will be increased based on the following formula: FMV0 + MP0 NS' = NS0 x MP0 where, NS' = the number of Warrant Units for which each Warrant is exercisable in effect immediately after such distribution NS0 = the number of Warrant Units for which each Warrant is exercisable in effect immediately prior to such distribution FMV0 = the product of (1) the number average of Shares issuable upon the exercise Quoted Prices of this Warrant before one unit of such adjustmentcapital stock, share capital or similar equity interest over the first ten consecutive Trading Day period after the effective date of the Spin-Off and (2) the Exercise number of units of such capital stock, share capital or equity interests distributed per Common Unit MP0 = the average of the Quoted Prices of Common Units over the first ten consecutive Trading Day period after the effective date of the Spin-Off (or, if the Common Units are not then traded on a U.S. national securities exchange, the Current Market Price in effect immediately prior to of the distribution giving rise Common Units on the tenth Business Day after the effective date of the Spin-Off). Such adjustment shall occur on the tenth consecutive Trading Day from, and including, the effective date of the Spin-Off. No adjustment shall be made pursuant to this adjustment by (ySection 5.1(d) which shall have the new Exercise Price determined in accordance with effect of decreasing the immediately preceding sentencenumber of Warrant Units issuable upon exercise of each Warrant. In To the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that extent such distribution is not so paid or made, the Exercise Price and number of Warrant Units will automatically be readjusted to the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and had the number adjustment been made on the basis of Shares that would then be issuable upon exercise of this Warrant only the distribution, if such record date had not been fixedany, actually made or paid.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, "FAIR MARKET VALUE" shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the 10 Trading Day average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market for the 10 Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, the right average of the closing bid and asked prices on the over-the-counter market as furnished by any New York Stock Exchange member firm reasonably selected from time to receive such distributiontime by the Company for that purpose and reasonably acceptable to the Holder, minus or, if the amount of cash and/or Common Stock is not listed or admitted to trading on the Principal Market or traded over-the-counter and the average price cannot be determined as contemplated above, the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixedas reasonably determined in good faith by the Company's Board of Directors. In such event, the number of Shares issuable upon the exercise of this Warrant The Exercise Price shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, “Fair Market Value” shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market for the 5 Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valueshall be as reasonably determined in good faith by the Company’s Board of Directors and the Holder. In the event of any adjustment pursuant to this Section, the “Per Share Fair Market Value”) divided by (y) such Market Exercise Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any such event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the fair market value per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date which shall be reduced immediately thereafter to the fair market value price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient per share of (x) the Market Price of the Common Stock on the last trading day preceding record date for the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed dividend or admitted to trading without the right to receive such distribution, distribution minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants allocable to be so distributed in respect of one share of Common Stock of the value (as jointly determined in good faith by the Board of Directors of the Company and the Warrant Holder) of any and all such amount and/or Fair Market Valueevidences of indebtedness, the “Per Share Fair Market Value”) divided by (y) such Market shares of capital stock, other securities or property, so distributed. The Purchase Price on such date specified in clause (x); such adjustment shall be made successively whenever such reduced to equal: (i) the Purchase Price in effect immediately before the occurrence of any event (ii) multiplied by a record date fraction, (A) the numerator of which is fixed. In such event, the number of Warrant Shares issuable upon the exercise of for which this Warrant shall be increased to is exercisable immediately before the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case denominator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect is exercisable immediately after the adjustment. The Repurchase Price shall be readjustedreduced to equal: (i) $35.00 (ii) multiplied by a fraction, effective as (A) the numerator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately before the adjustment, and (B) the denominator of which is the number of Warrant Shares for which this Warrant is exercisable immediately after the adjustment.

Other Distributions. In case If after the date hereof the Company shall fix a record date for the making of a distribution distribute to all holders of its shares of its Common Stock of securitiesany cash, evidences of its indebtedness, assets, cash, securities or assets or rights or warrants (excluding Ordinary Cash Dividends, dividends to subscribe for shares of its Common Stock and other dividends or distributions referred to in Section 13(A))expiring at least thirty (30) calendar days after the issuance thereof (excluding, in each such case, a Stock on Stock Dividend), then in each such case the Exercise Price in effect number of Warrant Shares issuable upon exercise or conversion of each Warrant outstanding immediately following the close of business on the record date for such distribution shall be increased to an amount determined by multiplying the number of Warrant Shares issuable immediately prior to such record date shall be reduced immediately thereafter to by a fraction, the price determined by multiplying numerator of which is the Exercise Market Price in effect of a share of Common Stock on the trading day immediately prior to the reduction by Ex-Date and the quotient denominator of which is the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date less the sum of (x1) the amount of cash and (2) the Market Price of the assets, evidences of indebtedness and securities so distributed or of such subscription rights per share of Common Stock outstanding on the last trading day preceding immediately prior to the first date Ex Date (determined for such purpose on which the basis of the aggregate assets, evidences of indebtedness and/or rights distributed with respect to one share of Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distributionas if, minus the amount of cash and/or the Fair Market Value for purposes of the securitiesdefinition of “Market Price”, such assets, evidences of indebtedness, assetssecurities and/or rights were an “Other Security” as defined herein) (as determined by the Board of Directors of the Company, rights or warrants to whose determination shall be so distributed conclusive, and described in respect of one share of Common Stock (such amount and/or Fair Market Value, a statement filed with the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (xWarrant Agent); such adjustment . Such adjustments shall be made successively whenever any such a distribution is made, and shall become effective retroactively on the date immediately after the record date is fixed. In for the determination of stockholders entitled to receive such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividenddistribution. In the event that such distribution is not so madeof any adjustment to any Warrant pursuant to this Section 6(b), the Exercise Price and for such Warrant shall be appropriately adjusted such that it shall in all cases be equal to the number aggregate par value of all Warrant Shares then issuable upon exercise or conversion of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedWarrant.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case During such time as this Warrant is outstanding (in whole or in part), if the Company shall fix a record date for the making of a dividend or other distribution to all holders of shares of its Common Stock (or, if no record date is set, declare or make a dividend or other distribution) of securities, evidences of indebtedness, assets, cash, rights rights, warrants or warrants (excluding Ordinary Cash Dividends, dividends other property to holders of its shares of Common Stock and (or other dividends class of Capital Stock of the Company then issuable upon exercise of this Warrant) other than any dividend or distributions distribution referred to in Section 13(ASections 3(a) or (b) (a “Distribution”)), at any time after the issuance of this Warrant, then, in each such case, the Exercise Price in effect prior to such record date (or, if no record date is set, the date of such Distribution) shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by a fraction, (i) of which the quotient of numerator is (xA) the Market Price average daily volume weighted average price per share of the Common Stock on (or such other Company security as is then issuable upon exercise of this Warrant) for the last trading day preceding the first date on which the Common Stock (or such other Company security as is then issuable upon exercise of this Warrant) trades regular way on the principal national securities exchange or quotation system on which the Common Stock (or such other Company security) is listed or admitted to trading without the right to receive such distributiondistribution (or if the Common Stock or such other Company securities do not trade on a national securities exchange or quotation system at such time, the Fair Market Value thereof as of the record date with respect to, or, if no record date is set, the date of, such Distribution) minus (B) the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights rights, warrants or warrants other property to be so distributed in respect of one share of Common Stock (or such amount and/or other Company security) and (ii) of which the denominator is such average daily volume weighted average price per share (or, if applicable, Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in the preceding clause (xi)(A); such . The adjustment described in this clause shall be made successively whenever any such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash fixed or dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such other distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the ““ Per Share Fair Market ValueValue ”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, "Fair Market Value" shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market (as defined in the Purchase Agreement) for the 5 Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixedas reasonably determined in good faith by the Company's Board of Directors and the Holder. In such event, the number of Shares issuable upon the exercise of this Warrant The Exercise Price shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of shares of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of obtained by dividing (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would shall be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution (or, if no record date is set, the date of any distribution) to all holders of shares of its Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) of securities, evidences of indebtedness, assets, cash, rights rights, warrants or warrants other property (excluding Ordinary Cash Dividends, (x) any cash dividends of its Common Stock other than Specified Dividends and (y) any other dividends or distributions referred to in Section 13(A7(a), 7(b) or 7(c)), then in each such case, case the Exercise Price in effect prior to such record date (or, if no record date is set, the date of such distribution) shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of a fraction, (xi) the Market Price numerator of which is (A) the average daily volume weighted average price per share of the Common Stock on (or such other Company security as is then issuable upon exercise of this Warrant) for the last trading day preceding the first date on which the Common Stock (or such other Company security as is then issuable upon exercise of this Warrant) trades regular way on the principal national securities exchange or quotation system on which the Common Stock (or such other Company security) is listed or admitted to trading without the right to receive such distribution (or if the Common Stock or such other Company securities do not trade on a national securities exchange or quotation system, the Fair Market Value thereof as of the record date with respect to such distribution, ) minus (B) the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights rights, warrants or warrants other property to be so distributed in respect of one share of Common Stock (or such amount and/or other Company security) and (ii) the denominator of which is such average daily volume weighted average price per share (or, if applicable, Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in the preceding clause (xi)(A); such . The adjustment described in this clause shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, fixed or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a dividend or distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)4.2), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange Exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number Denomination of Shares any Warrant Certificate and the percentage of Fully Diluted Common Stock issuable upon the exercise of this Warrant any Warrants shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant Denomination before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Denomination then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares shares of Common Stock that would then be issuable upon exercise of this Warrant such Warrants if such record date had not been fixed.

Other Distributions. In case (a) If the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)2.2), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter upon occurrence of the record date to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuetotal subtracted amount, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Exercise Number shall be increased to the number obtained by dividing multiplying the Exercise Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of . (b) No adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, in the Exercise Price and or Exercise Number need be made under Section 2.4(a) if the number Company agrees to issue or distribute, as applicable, to each Holder, upon payment of the Exercise Price, in addition to the applicable Warrant Shares issuable upon exercise of this Warrant then such payment, the assets referred to in effect shall be readjusted, effective as of that paragraph which each Holder would have been entitled to receive had the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, Warrants been exercised prior to the Exercise Price that would then be in effect and happening of such event or the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedwith respect thereto.

Other Distributions. In case If the Company shall fix fixes a record date for the making of a any distribution to all holders of shares of its Common Stock of capital stock, other securities, evidences of indebtednessindebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, assets, cash, excluding: (i) dividends or distributions and rights or warrants referred to in Sections 6.2 or 6.3; and (excluding Ordinary Cash Dividends, dividends of its Common Stock and other ii) dividends or distributions paid exclusively in cash referred to in Section 13(A))6.5; then the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x XX0 XX0 - FMV where, in each such case, NS’ = the Exercise Price number of Warrant Shares for which this Warrant is exercisable in effect prior to immediately after such record date shall be reduced immediately thereafter to distribution NS0 = the price determined by multiplying the Exercise Price number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to the reduction by the quotient of (x) such distribution SP0 = the Market Price per share of the Common Stock on the last trading day Trading Day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus distribution FMV = the amount of cash and/or fair market value (as determined in good faith by the Fair Market Value Board) of the shares of capital stock, other securities, evidences of indebtedness, assets, rights assets or warrants property distributed with respect to be so distributed in respect of one each outstanding share of Common Stock (on the record date for such amount and/or Fair Market Valuedistribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the “Per Share Fair Market Value”) divided by (y) Business Day following the date fixed for the determination of stockholders entitled to receive such Market Price on such date specified in clause (x); such distribution. Such adjustment shall be made successively whenever such a record date is fixedfixed with respect to a subsequent event. In such eventWith respect to an adjustment pursuant to this Section 6.4 where there has been a payment of a dividend or other distribution on the Common Stock or shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit (a “Spin-Off”), the number of Warrant Shares issuable upon the exercise of for which this Warrant shall is exercisable in effect immediately before 5:00 p.m., New York City time, on the record date fixed for determination of stockholders entitled to receive the distribution will be increased to based on the number obtained by dividing (x) the product of (1) following formula: NS’ = NS0 x FMV0 + MP0 MP0 where, NS’ = the number of Warrant Shares issuable upon the exercise of for which this Warrant before is exercisable in effect immediately after such adjustment, and (2) distribution NS0 = the Exercise Price number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such distribution FMV0 = the distribution giving rise average of the Market Prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of such stock or equity interest over the first ten consecutive Trading Day period after the effective date of the Spin-Off MP0 = the average of the Market Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth consecutive Trading Day from, and including, the effective date of the Spin-Off. No adjustment shall be made pursuant to this adjustment by (y) Section 6.4 which shall have the new Exercise Price determined in accordance with the immediately preceding sentence. In the case effect of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and decreasing the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedWarrant.

Other Distributions. In case the Company Corporation shall fix a record date for the making of a distribution to all holders of its shares of its Common Stock of securitiesStock, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A11(a)), in each such case, the Exercise Conversion Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Conversion Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades in a regular way (including on the principal national securities exchange on which the Common Stock is listed or admitted to trading trading) without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, cash, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Conversion Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such sharessecurities, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Conversion Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant Conversion Rate if such record date had not been fixed.

Other Distributions. In case the Company Bank shall fix a record date for the making of a distribution to all holders of shares of its Common Stock Shares of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends or bonus issues of its Common Stock Shares and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock Shares on the last trading day preceding the first date on which the Common Stock trades Shares trade regular way on the principal national securities exchange on which the Common Stock is Shares are listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock Share (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of any class other than its Common Stock and other than shares referred to in Section 13(A)(i), (ii) of evidence of indebtedness of the Company or any Subsidiary of the Company, (iii) of other securities, assets or cash (excluding dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or securities or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, securities, assets, rightscash, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securitiesshares of any class other than its Common Stock, evidences (ii) of indebtednessevidence of indebtedness of the Company or any Subsidiary, assets, cash, rights (iii) of assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed cash or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rightscash, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights any class or warrants of any Person other than shares of the Company's Common Stock or (ii) of evidence of indebtedness of the Company or any Subsidiary or (iii) of assets (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants, in each such casecase the number of Shares issuable upon exercise of this Warrant shall be multiplied by a fraction, the Exercise numerator of which is the Market Price in effect prior to per share of Common Stock on such record date shall be reduced immediately thereafter to and the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient denominator of (x) which is the Market Price per share of the Common Stock on such record date less the last trading day preceding fair market value (as reasonably determined by the first date on Board, which amount shall be the Common Stock trades regular way on cash amount in the principal national securities exchange on which the Common Stock is listed case of a distribution in cash) of said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one per share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x)Stock; such adjustment shall be made successively whenever such a take effect on the record date is fixedfor such distribution. In such event, the number of Shares issuable upon the exercise of this Warrant Exercise Price shall be increased to multiplied by a fraction, the number obtained by dividing (x) the product numerator of (1) which is the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) denominator of which is the new Exercise Price number of Shares issuable upon exercise of this Warrant determined in accordance with the immediately preceding sentence. In Notwithstanding the case foregoing, in the event that the fair market value (as determined above) of adjustment for a cash dividend the shares or evidences of indebtedness or assets or rights or warrants to be so distributed with respect to one share of Common Stock is equal to or greater than the Market Price per share of Common Stock on such record date, then proper provision shall be made such that is, or is coincident with, a regular quarterly cash dividendupon exercise of the Warrant, the Per Share Fair Market Value holder shall receive -12- 91 the amount and kind of such shares, assets, evidences of indebtedness, rights or warrants such holders would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividendhave received had such holders exercised this Warrant immediately prior to such record date. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of any class other than its Common Stock or (ii) of evidence of indebtedness of the Company or (iii) of assets (excluding ordinary cash dividends, and other dividends or distributions referred to in Section 13(A5.4), or (iv) of rights or warrants (excluding those referred to in Section 5.4), in each such case, case the Exercise Price in effect immediately prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to per share on such record date, less (2) the reduction fair market value (as reasonably determined by the quotient Board of (xDirectors) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In Upon each such eventadjustment of the Exercise Price, the Holder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Shares issuable upon the exercise of this Warrant shall be increased shares (calculated to the number nearest tenth of a share) obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) multiplying the Exercise Price in effect immediately prior to the distribution giving rise to this such adjustment by (y) the new number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Exercise Price determined in accordance with the immediately preceding sentenceresulting from such adjustment. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that If such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A4.01(a)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (xi) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange in the U.S. on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such subtracted amount and/or or Fair Market Value, the “Per Share Fair Market Value”) divided by (yii) such Market Price on such date specified in clause (xi); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividendwith an Ordinary Cash Dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (1) of securities, evidences shares of indebtedness, any class other than its Common Stock or (2) of evidence of indebtedness of the Company or any Subsidiary or (3) of assets, cash, or (4) of rights or warrants (in each case excluding (A) Ordinary Cash Dividends, dividends of its Common Stock Dividends and other (B) any dividends or distributions distribution referred to in Section 13(ASECTION 12(e)), ) in each such case, case the Exercise Price in effect prior to such on the record date shall will be reduced immediately thereafter by an amount equal, in the case of a distribution in cash, to the price determined by multiplying amount thereof payable per share of the Exercise Price Common Stock, or in effect immediately prior the case of any other distribution, to the reduction by the quotient of (x) the Market Price fair value thereof per share of the Common Stock as determined by the Board of Directors. Such reductions shall take effect on the last trading day preceding the first record date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive for such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this each Warrant shall be increased to the number obtained by dividing (x) the product of (1A) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date and distribution had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (1) of securities, evidences shares of indebtedness, any class other than its Common Stock or (2) of evidence of indebtedness of the Company or any Subsidiary or (3) of assets, cash, or (4) of rights or warrants (in each case excluding (A) Ordinary Cash Dividends, dividends of its Common Stock and other (B) any dividends or distributions distribution referred to in Section 13(A)6.1(e) and (C) any LTWs as defined in the Investment Agreement), in each such case, case the Exercise Price in effect prior to such on the record date shall will be reduced immediately thereafter by an amount equal, in the case of a distribution in cash, to the price determined by multiplying amount thereof payable per share of the Exercise Price Common Stock, or in effect immediately prior the case of any other distribution, to the reduction by the quotient of (x) the Market Price fair value thereof per share of the Common Stock as determined by the Board of Directors. Such reductions shall take effect on the last trading day preceding the first record date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive for such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this each Warrant shall be increased to the number obtained by dividing (x) the product of (1A) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date and distribution had not been fixed.

Other Distributions. In case the Company Corporation shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding (x) Ordinary Cash Dividends, Dividends and (y) dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (xi) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common New York Stock is listed or admitted to trading Exchange without the right to receive such distribution, minus the amount of cash and/or or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (yii) such Market Price on such date specified in clause (xi); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would shall be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Average Market Price of the Common Stock on the last trading day preceding determined as of the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such the Average Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the ​ ​ ​ Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(a)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such A-7 subtracted amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If, after the date hereof, the Company shall fix fixes a record date for the making of a distribution (a "Distribution") to all the holders of shares of its Common Stock or in connection with the liquidation, dissolution or winding up of securities, evidences the Company of indebtedness, assets, cash, rights any asset (including cash or warrants (excluding Ordinary Cash Dividends, dividends evidence of its Common Stock and indebtedness) or security (including any subscription right) other dividends or distributions than a distribution referred to in Section 13(A)5(a), in each such case, then the Exercise Warrant Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Warrant Price in effect immediately prior to the reduction by the quotient of (xi) the Market Closing Sale Price of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distributionrecord date, minus the amount of cash and/or the Fair Market Value value of the securities, evidences of indebtedness, assets, rights or warrants Distribution (which shall be determined by the Board in its good faith judgment) applicable to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (yii) the Closing Sale Price of the Common Stock on the trading day immediately preceding such Market Price on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Warrant Price in effect immediately prior to the distribution Distribution giving rise to this adjustment by (y) the new Exercise Warrant Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution Distribution is not so made, the Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute make such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may beDistribution, to the Exercise Warrant Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. For purposes herein, "Closing Sale Price" shall mean (i) if at the time of the Distribution, the Common Stock is listed or quoted for trading on an Exchange, the closing sale price of the Common Stock as quoted on such Exchange or (ii) if at the time of the Distribution, the Common Stock is not listed or quoted for trading on an Exchange, the Fair Market Value per share as shall be determined by the Board in its good faith judgment.

Other Distributions. In Except with respect to the Permitted Rights Offering, in case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securitiesshares of any class other than its Common Stock other than shares referred to in Section 13(A)(i), evidences (ii) of indebtednessevidence of indebtedness of the Company or any Subsidiary, assets, cash, rights (iii) of assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If the Company shall fix fixes a record date for the making of a any distribution to all holders of shares of its Common Stock of capital stock, other securities, evidences of indebtednessindebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, assets, cash, excluding: (i) dividends or distributions and rights or warrants referred to in Sections 6.2 or 6.3; and (excluding Ordinary Cash Dividends, dividends of its Common Stock and other ii) dividends or distributions paid exclusively in cash referred to in Section 13(A))6.5; then the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x SP0 where, in each such case, NS’ = the Exercise Price number of Warrant Shares for which this Warrant is exercisable in effect prior to immediately after such record date shall be reduced immediately thereafter to distribution NS0 = the price determined by multiplying the Exercise Price number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to the reduction by the quotient of (x) such distribution SP0 = the Market Price per share of the Common Stock on the last trading day Trading Day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus distribution FMV = the amount of cash and/or fair market value (as determined in good faith by the Fair Market Value Board) of the shares of capital stock, other securities, evidences of indebtedness, assets, rights assets or warrants property distributed with respect to be so distributed in respect of one each outstanding share of Common Stock (on the record date for such amount and/or Fair Market Valuedistribution Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the “Per Share Fair Market Value”) divided by (y) Business Day following the date fixed for the determination of stockholders entitled to receive such Market Price on such date specified in clause (x); such distribution. Such adjustment shall be made successively whenever such a record date is fixedfixed with respect to a subsequent event. In such eventWith respect to an adjustment pursuant to this Section 6.4 where there has been a payment of a dividend or other distribution on the Common Stock or shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit (a “Spin- Off”), the number of Warrant Shares issuable upon the exercise of for which this Warrant shall is exercisable in effect immediately before 5:00 p.m., New York City time, on the record date fixed for determination of stockholders entitled to receive the distribution will be increased to based on the number obtained by dividing (x) the product of (1) following formula: NS’ = NS0 x FMV0 + MP0 where, NS’ = the number of Warrant Shares issuable upon the exercise of for which this Warrant before is exercisable in effect immediately after such adjustment, and (2) distribution NS0 = the Exercise Price number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such distribution FMV0 = the distribution giving rise average of the Market Prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of such stock or equity interest over the first ten consecutive Trading Day period after the effective date of the Spin-Off MP0 = the average of the Market Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off Such adjustment shall occur on the tenth consecutive Trading Day from, and including, the effective date of the Spin-Off. No adjustment shall be made pursuant to this adjustment by (y) Section 6.4 which shall have the new Exercise Price determined in accordance with the immediately preceding sentence. In the case effect of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and decreasing the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedWarrant.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (1) of securities, evidences shares of indebtedness, any class other than its Common Stock or (2) of evidence of indebtedness of the Company or any Subsidiary or (3) of assets, cash, or (4) of rights or warrants (in each case excluding (A) Ordinary Cash Dividends, dividends of its Common Stock and other (B) any dividends or distributions distribution referred to in Section 13(A)6.1(e) and (C) any LTWs as defined in the Investment Agreement), in each such case, case the Exercise Price in effect prior to such on the record date shall will be reduced immediately thereafter by an amount equal, in the case of a distribution in cash, to the price determined by multiplying amount thereof payable per share of the Exercise Price Common Stock, or in effect immediately prior the case of any other distribution, to the reduction by the quotient of (x) the Market Price fair value thereof per share of the Common Stock as determined by the Board of Directors. Such reductions shall take effect on the last trading day preceding the first record date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive for such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this each Warrant shall be increased to the number obtained by dividing (x) the product of (1A) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if -11- 82 such record date and distribution had not been fixed.

Other Distributions. In case If, after the date hereof, the Company shall fix fixes a record date for the making of a distribution (a “Distribution”) to all the holders of shares of its Common Stock or in connection with the liquidation, dissolution or winding up of securities, evidences the Company of indebtedness, assets, cash, rights any asset (including cash or warrants (excluding Ordinary Cash Dividends, dividends evidence of its Common Stock and indebtedness) or security (including any subscription right) other dividends or distributions than a distribution referred to in Section 13(A)5(a), in each such case, then the Exercise Warrant Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Warrant Price in effect immediately prior to the reduction by the quotient of (xi) the Market Closing Sale Price of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distributionrecord date, minus the amount of cash and/or the Fair Market Value value of the securities, evidences of indebtedness, assets, rights or warrants Distribution (which shall be determined by the Board in its good faith judgment) applicable to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (yii) the Closing Sale Price of the Common Stock on the trading day immediately preceding such Market Price on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Warrant Price in effect immediately prior to the distribution Distribution giving rise to this adjustment by (y) the new Exercise Warrant Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution Distribution is not so made, the Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute make such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may beDistribution, to the Exercise Warrant Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. For purposes herein, “Closing Sale Price” shall mean (i) if at the time of the Distribution, the Common Stock is listed or quoted for trading on an Exchange, the closing sale price of the Common Stock as quoted on such Exchange or (ii) if at the time of the Distribution, the Common Stock is not listed or quoted for trading on an Exchange, the Fair Market Value per share as shall be determined by the Board in its good faith judgment.

Other Distributions. In case the Company Borrower shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding dividends on the Ordinary Cash Dividends, dividends of its Common Stock Shares and other dividends or distributions referred to in Section 13(Aparagraph 13(a))) to holders of Ordinary Shares, in each such case, the Exercise Conversion Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Conversion Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock Ordinary Shares on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way Ordinary Shares trade regularly on the principal national securities exchange on which the Common Stock is listed or admitted to trading Exchange, without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock Ordinary Share (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of New Shares issuable upon the exercise conversion of this Warrant Loan Note shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment Loan Amount by (y) the new Exercise Conversion Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Conversion Price and the number of New Shares issuable upon exercise conversion of this Warrant Loan Note then in effect shall be readjusted, effective as of the date when the Board of Directors of the Borrower determines not to distribute such sharesShares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Conversion Price that would then be in effect and the number of Shares that would then be issuable upon exercise conversion of this Warrant Loan Note if such record date had not been fixed.

Other Distributions. In case the Company Corporation shall fix a record date for the making of a distribution to all holders of shares of its Class A Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Class A Common Stock and other dividends or distributions referred to in Section 13(A)4.1), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (xi) the Market Price of the Class A Common Stock on the last trading day preceding the first date on which the Class A Common Stock trades regular way on the principal national securities exchange on which the Common New York Stock is listed or admitted to trading Exchange without the right to receive such distribution, minus the amount of cash and/or or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (yii) such Market Price on such date specified in clause (xi); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of an adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, both the Per Share Fair Market Value and the Market Price specified in clause (i) would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this each Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this the Warrant if such record date had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, "FAIR MARKET VALUE" shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market (as defined in the Purchase Agreement) for the 5 Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixedas reasonably determined in good faith by the Company's Board of Directors and the Holder. In such event, the number of Shares issuable upon the exercise of this Warrant The Exercise Price shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case Subject to Section 3.3(b) and Section 3.3(c), if the Company Corporation shall fix a record date for the making of a distribution at any time declare or make any distribution, by dividend or otherwise, to all holders of outstanding shares of its Common Stock of securitiesany cash or other assets or property of any nature whatsoever, any debt securities or other evidences of its indebtedness, any capital stock, any other securities of any nature whatsoever or any warrants, options or other Rights to subscribe for, purchase or otherwise acquire any assets, cashproperty, rights capital stock, debt or warrants other securities or evidences of indebtedness (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)3.2, Rights referred to in Section 3.5 and Convertible Securities referred to in Section 3.6), in or shall take a record of such holders for the purpose of entitling them to receive such a distribution, then (i) the number of shares of Common Stock for which each Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which such caseWarrant is exercisable immediately prior to the applicable Adjustment Date determined pursuant to Section 3.3(d), multiplied by a fraction, the Exercise Price in effect prior to such record date numerator of which shall be reduced the Current Market Price per share of the Outstanding Common Shares immediately thereafter before such Adjustment Date and the denominator of which shall be the excess of (x) such Current Market Price per share of the Outstanding Common Shares as of the Adjustment Date over (y) the amount allocable to one share of the price Outstanding Common Shares as of such Adjustment Date of any such cash so distributable and of the Fair Market Value (as determined as of such date in good faith by multiplying the Exercise Board) of any and all such evidences of indebtedness, shares of capital stock, debt securities, other securities, property, assets or Rights so distributable and (ii) the Warrant Price shall be adjusted to equal (A) the Warrant Price in effect immediately prior to the reduction such adjustment multiplied by the quotient obtained by dividing the number of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share shares of Common Stock (such amount and/or Fair Market Value, for which a single Warrant is exercisable immediately prior to the “Per Share Fair Market Value”) divided adjustment by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1B) the number of Shares issuable upon the exercise shares of this Common Stock for which a single Warrant before is exercisable immediately after such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company Issuer shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A5.05(a)), in each such case, the Exercise Conversion Price in effect prior to such record date shall be reduced immediately thereafter or at such later date as the Board of Directors may determine for purposes of the determination of Fair Market Value of the distribution (but in any event not later than ten (10) Business Days after the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution) to the price determined by multiplying the Exercise Conversion Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such . Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Notes Shares issuable upon the exercise of this Warrant shall be increased (and the Conversion Rate increased proportionately) to the number obtained by dividing multiplying the Notes Shares immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Conversion Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Conversion Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price Conversion Price, Conversion Rate and the number of Notes Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price Conversion Price, Conversion Rate and the number of Notes Shares that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company Corporation shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A), distributions to which Section 13(B) applies and distributions of rights, warrants or other securities in connection with a stockholder rights plan), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading NYSE without the right to receive such distribution, minus the amount of cash and/or or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, “Fair Market Value” shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange or trading market on which the Common Stock is traded, listed or quoted (the “Principal Market”) for the 5 Trading Days preceding the date of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixedas reasonably determined in good faith by the Company’s Board of Directors and the Holder. In such event, the number of Shares issuable upon the exercise of this Warrant The Exercise Price shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, “Fair Market Value” shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market for the five (5) Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, and the right to receive such distributionaverage price cannot be determined as contemplated above, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or shall be as reasonably determined in good faith by the Company’s Board of Directors and the Holder. If the Fair Market ValueValue of the Common Stock cannot be determined by the Company’s Board of Directors and the Holder after five (5) business days, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment determination shall be made successively whenever such by a record date third party appraisal firm mutually agreeable by the Board of Directors and the Holder, at the expense of the Company (the “Independent Appraiser”). The fair market value as determined by the Independent Appraiser shall be final. The Warrant Price shall be reduced to equal: (i) the Warrant Price in effect immediately before the occurrence of any event (ii) multiplied by a fraction, (A) the numerator of which is fixed. In such event, the number of Warrant Shares issuable upon the exercise of for which this Warrant shall be increased to is exercisable immediately before the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case denominator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjusted, effective as of is exercisable immediately after the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedadjustment.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of any class other than its Common Stock and other than shares referred to in Section 13(A)(i), (ii) of evidence of indebtedness of the Company or any Subsidiary, (iii) of other securities (excluding stock dividends or distributions referred to in Section 13(A13(B)) or assets (excluding cash), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Voting Common Stock and Non-Voting Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securitiessaid shares, evidences of indebtedness, assetssecurities, assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Voting Common Stock and Non-Voting Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. Notwithstanding anything to the contrary herein (including any limitations on ownership set forth in Section 25), if the Company declares a dividend or makes a distribution on its Common Stock in accordance with the first sentence of this Section 13(C), the Warrantholder may elect, in its sole and absolute discretion, to participate in such dividend or distribution in lieu of receiving the adjustment to the Exercise Price as described in this Section 13(C). In the event of such an election, the dividend or distribution that the Warrantholder is entitled to receive shall be based on the amount of the dividend or distribution that the Warrantholder would have received if it had exercised this Warrant in its entirety immediately prior to the record date of such dividend or distribution, as applicable. For the avoidance of doubt, the election under this Section 13(C) shall have no effect on any provisions of this Warrant other than as expressly set forth in this Section 13(C).

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (1) of securities, evidences shares of indebtedness, any class other than its Common Stock or (2) of evidence of indebtedness of the Company or any Subsidiary or (3) of assets, cash, or (4) of rights or warrants (in each case excluding (A) Ordinary Cash Dividends, dividends of its Common Stock and other (B) any dividends or distributions distribution referred to in Section 13(A)6.1(e) and (C) any LTWs as defined in the Investment Agreement), in each such case, case the Exercise Price in effect prior to such on the record date shall will be reduced immediately thereafter by an amount equal, in the case of a distribution in cash, to the price determined by multiplying amount thereof payable per share of the Exercise Price Common Stock, or in effect immediately prior the case of any other distribution, to the reduction by the quotient of (x) the Market Price fair value thereof per share of the Common Stock on as determined by the last trading day preceding Board of Directors (in each -11- 103 case multiplied by the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount number of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share shares of Common Stock (such amount and/or Fair Market Value, then comprising the “Per Share Fair Market Value”) divided by (y) such Market Price Reference Package). Such reductions shall take effect on such date specified in clause (x); such adjustment shall be made successively whenever such a the record date is fixedfor such distribution. In such event, the number of Warrant Shares issuable upon the exercise of this each Warrant shall be increased to the number obtained by dividing (x) the product of (1A) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date and distribution had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock or cash dividends per share of Common Stock not in excess of 3% per annum), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to all holders one share of shares of its Common Stock of securities, the value (as jointly determined in good faith by the Board of Directors of the Company and the Warrant holder) of any and all such evidences of indebtedness, assetsshares of capital stock, cashother securities or property, rights or warrants (excluding Ordinary Cash Dividendsso distributed. For purposes of this Warrant, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, "Fair Market Value" shall equal the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the 10 Trading Day average closing trading price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Principal Market for the 10 Trading Days preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which of determination or, if the Common Stock is not listed or admitted to trading without on any Principal Market, the right average of the closing bid and asked prices on the over-the-counter market as furnished by any New York Stock Exchange member firm reasonably selected from time to receive such distributiontime by the Company for that purpose and reasonably acceptable to the Holder, minus or, if the amount of cash and/or Common Stock is not listed or admitted to trading on the Principal Market or traded over-the-counter and the average price cannot be determined as contemplated above, the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixedas reasonably determined in good faith by the Company's Board of Directors with the concurrence of the Holder. In such event, the number of Shares issuable upon the exercise of this Warrant The Exercise Price shall be increased reduced to the number obtained by dividing equal: (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2i) the Exercise Price in effect immediately prior to before the distribution giving rise to this adjustment occurrence of any event (ii) multiplied by a fraction, (yA) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case numerator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjustedis exercisable immediately before the adjustment, effective as and (B) the denominator of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and which is the number of Warrant Shares that would then be issuable upon exercise of for which this Warrant if such record date had not been fixedis exercisable immediately after the adjustment.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Subject Stock (i) of securitiesshares of any class other than its Subject Stock, evidences (ii) of indebtednessevidence of indebtedness of the Company or any Company Subsidiary, assets, cash, rights or warrants (iii) of assets (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), or (iv) of rights or warrants, in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying the such Exercise Price in effect immediately prior to the reduction by the quotient of a fraction determined by dividing (x) an amount equal to the difference resulting from (1) the number of shares of Subject Stock outstanding on such record date multiplied by the Current Market Price on such record date, less (2) the fair market value (as reasonably determined by the Board of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed Directors) of said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) the number of shares of Subject Stock outstanding on such record date multiplied by the Current Market Price on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Average Market Price of the Common Stock on the last trading day preceding determined as of the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such the Average Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the ​ Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (1) of securities, evidences shares of indebtedness, any class other than its Common Stock or (2) of evidence of indebtedness of the Company or any Subsidiary or (3) of assets, cash, or (4) of rights or warrants (in each case excluding (A) Ordinary Cash Dividends, dividends of its Common Stock Dividends and other (B) any dividends or distributions distribution referred to in Section 13(A11.1(e)), ) in each such case, case the Exercise Price in effect prior to such on the record date shall will be reduced immediately thereafter by an amount equal, in the case of a distribution in cash, to the price determined by multiplying amount thereof payable per share of the Exercise Price Common Stock, or in effect immediately prior the case of any other distribution, to the reduction by the quotient of (x) the Market Price fair value thereof per share of the Common Stock as determined by the Board of Directors. Such reductions shall take effect on the last trading day preceding the first record date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive for such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this each Warrant shall be increased to the number obtained by dividing (x) the product of (1A) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date and distribution had not been fixed.

Other Distributions. In case If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall fix be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the fair market value per share of Common Stock on the record date for the making dividend or distribution, and (B) the denominator of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date which shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient fair market value per share of (x) the Market Price of the Common Stock on the last trading day preceding record date for the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed dividend or admitted to trading without the right to receive such distribution, distribution minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants allocable to be so distributed in respect of one share of Common Stock of the value (as determined in good faith by the Board of Directors of the Company) of any and all such amount and/or Fair Market Valueevidences of indebtedness, shares of capital stock, other securities or property, so distributed. If the value of the distribution exceeds 10% of the value of the outstanding Common Stock, at the request of Warrant Holders holding an aggregate of at least 100,000 Warrants , the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified valuation described in clause (x); such adjustment the preceding sentence shall be made successively whenever such determined, at the Company's expense, by a record date nationally recognized investment banking firm or other nationally recognized financial advisor retained by the Company with the approval of the Warrant Holder. The Purchase Price shall be reduced to equal: (i) the Purchase Price in effect immediately before the occurrence of any event (ii) multiplied by a fraction, (A) the numerator of which is fixed. In such event, the number of Warrant Shares issuable upon the exercise of for which this Warrant shall be increased to is exercisable immediately before the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2B) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case denominator of adjustment for a cash dividend that is, or which is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of for which this Warrant then in effect shall be readjusted, effective as of is exercisable immediately after the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedadjustment.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of its shares of its Common Stock of securitiesStock, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to any or all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights rights, warrants or warrants other property (excluding (i) Ordinary Cash Dividends, dividends of its Common Stock Dividends and (ii) other dividends or distributions referred to in Section 13(A15(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Last Reported Closing Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights rights, warrants or warrants other property to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Last Reported Closing Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash cash, warrants or warrantsother property, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights any class other than its Common Stock or warrants (ii) of evidence of indebtedness of the Company or any Subsidiary or (iii) of assets (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (excluding those referred to in Section 13(B)), in each such case, case the Exercise Price in effect immediately prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to per share on such record date, less (2) the reduction fair market value (as reasonably determined by the quotient Board) of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (xi) the product of (1a) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2b) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (yii) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company Issuer shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12.05(a)), in each such case, the Exercise Conversion Price in effect prior to such record date shall be reduced immediately thereafter or at such later date as the Board of Directors may determine for purposes of the determination of Fair Market Value of the distribution (but in any event not later than 10 Business Days after the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution) to the price determined by multiplying the Exercise Conversion Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such . Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Notes Shares issuable upon the exercise of this Warrant shall be increased (and the Conversion Rate increased proportionately) to the number obtained by dividing multiplying the Notes Shares immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Conversion Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Conversion Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price Conversion Price, Conversion Rate and the number of Notes Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price Conversion Price, Conversion Rate and the number of Notes Shares that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company Corporation shall fix a record date for the making of a distribution to all holders of shares of its Class A Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Class A Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Class A Common Stock on the last trading day preceding the first date on which the Class A Common Stock trades regular way on the principal national securities exchange on which the Common New York Stock is listed or admitted to trading Exchange without the right to receive such distribution, minus the amount of cash and/or or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of an adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, both the Per Share Fair Market Value and the Market Price specified in clause (x) would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such subtracted amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing (x) multiplying the product Warrant Share Number immediately prior to such adjustment by the quotient of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2a) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (yb) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.fixed.‌

Other Distributions. In Except with respect to the Permitted Rights Offering, in case the Company shall fix a record date for the making of a distribution to all holders of shares of its Company Common Stock (i) of securitiesshares of any class other than its Company Common Stock other than shares referred to in Section 13(A)(i), evidences (ii) of indebtednessevidence of indebtedness of the Company or any Subsidiary, assets, cash, rights (iii) of assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A13(B)), or (iv) of rights or warrants (other than in connection with the adoption of a shareholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of shares of Company Common Stock outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of per Share on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Valuedistributed, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Company Common Stock outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares shares of Non-Voting Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. The Company shall not take any action relating to any such distribution with respect to any one class of Company Common Stock without taking equivalent action with respect to each other class of Company Common Stock then issued and outstanding.

Other Distributions. In case If the Company Company, at any time while any Warrants are outstanding, shall fix a record date for the making of a distribution to all holders of Common Stock of, or distribute without fixing a record date to all holders of Common Stock, (i) shares of any class other than its Common Stock of securitiesStock, (ii) evidences of indebtednessindebtedness of the Company or any subsidiary, (iii) cash or other assets, cash, or (iv) rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred than those subject to in Section 13(A)7(c) above), in each such case, case the Exercise Price in effect immediately prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying (A) the Exercise Price in effect immediately prior to by (B) the reduction result obtained by the quotient of dividing (x) an amount equal to the Market Price difference resulting from (1) the number of the shares of Common Stock outstanding on the last trading day preceding the first such record or distribution date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or multiplied by the Fair Market Value per share on such date, less (2) the fair market value of the securitiessaid shares of any class other than Common Stock, evidences of indebtedness, assets, cash or other assets or rights or warrants to be so distributed as determined by the Board in respect of one share of Common Stock (such amount and/or Fair Market Valuegood faith, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of shares of Common Stock outstanding on such date specified in clause (x)multiplied by the Fair Market Value on such date; such adjustment shall be made successively whenever such a record date is fixedoccurs. In such event, the number of Shares shares of Common Stock issuable upon the exercise of this each Warrant shall be increased to the number obtained by dividing (xi) the product of (1a) the number of Shares issuable upon the exercise of this such Warrant before such adjustment, and (2b) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (yii) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this each Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this such Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A12(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such subtracted amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant Share Number shall be increased to the number obtained by dividing multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant Share Number then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case If, after the date hereof, the Company shall fix fixes a record date for the making of a distribution (a “Distribution”) to all the holders of shares of its Common Stock or in connection with the liquidation, dissolution or winding up of securities, evidences the Company of indebtedness, assets, cash, rights any asset (including cash or warrants (excluding Ordinary Cash Dividends, dividends evidence of its Common Stock and indebtedness) or security (including any subscription right) other dividends or distributions than a distribution referred to in Section 13(A)5(a), in each such case, then the Exercise Warrant Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Warrant Price in effect immediately prior to the reduction by the quotient of (xi) the Market Closing Sale Price of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distributionrecord date, minus the amount of cash and/or the Fair Market Value value of the securities, evidences of indebtedness, assets, rights or warrants Distribution (which shall be determined by the Board in its good faith judgment) applicable to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (yii) the Closing Sale Price of the Common Stock on the trading day immediately preceding such Market Price on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Warrant Price in effect immediately prior to the distribution Distribution giving rise to this adjustment by (y) the new Exercise Warrant Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution Distribution is not so made, the Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute make such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may beDistribution, to the Exercise Warrant Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.Shares

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of Common Shares (i) of shares of any class of Capital Stock other than its Common Stock Shares, (ii) of securitiesevidence of indebtedness of the Company or any Subsidiary, evidences (iii) of indebtedness, assets, cash, rights assets or warrants cash (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), or (iv) of rights or warrants (other than in connection with the adoption of a stockholder rights plan), in each such case, the Exercise Price in effect prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying dividing (x) an amount equal to the difference resulting from (1) the number of Common Shares outstanding on such record date multiplied by the Exercise Price in effect immediately prior to the reduction by the quotient of on such record date, less (x2) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, said shares or evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price the number of Common Shares outstanding on such date specified in clause (x)record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company at any time after the issuance of the Warrants but prior to the Termination Date shall fix a record date for the making of a distribution to any or all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights rights, warrants or warrants other property (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)5.2), in each such case, the Warrant Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Warrant Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Fair Market Price Value of the one share of Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights rights, warrants or warrants other property to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Fair Market Price Value on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Total Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Total Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Warrant Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Warrant Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Warrant Exercise Price and the number of Total Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash cash, warrants or warrantsother property, as the case may be, to the Warrant Exercise Price that would then be in effect and the number of Total Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of any class other than its Common Stock and or (ii) of evidences of indebtedness of the Company or any subsidiary or (iii) of other assets, including cash, (excluding dividends or distributions referred to in Section 13(A5(c) above and excluding any cash dividend or cash distribution if the per share amount when combined with the per share amount of all cash dividends and distributions paid by the Company on Common Stock during the 365-day period ending on such record date (as adjusted to appropriately reflect any of the events referred to in Section 5(c) or in this Section 5(d) and excluding cash dividends or distributions for which an adjustment to the Exercise Price was previously made pursuant to this Section 5(d)), does not exceed 10% of the Current Market Price on such record date) or (iv) of rights or warrants (excluding those referred to in Section 5(b) above), in each such case, case the Exercise Price in effect immediately prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior dividing (1) an amount equal to the reduction by the quotient of difference resulting from (x) the number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price on such record date, less (y) the fair market value (as determined in good faith by the Board of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed Directors) of said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect distributed, by (2) the number of one share shares of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price outstanding on such date specified in clause (x); such record date. Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences evidence of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that which would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding (x) Ordinary Cash Dividends, Dividends and (y) dividends of its Common Stock and other dividends or distributions referred to in Section 13(A4.01(a) or 4.01(e)), then, in each such case, : (i) the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day Trading Day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common New York Stock is listed or admitted to trading Exchange without the right to receive such distribution, minus the amount of cash and/or or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, ; and (ii) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentenceclause (c)(i). In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would shall be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date ------------------- for the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of any class other than its Common Stock and or (ii) of evidences of indebtedness of the Company or any subsidiary or (iii) of other assets, including cash, (excluding dividends or distributions referred to in Section 13(A5(c) above and excluding any cash dividend or cash distribution if the per share amount when combined with the per share amount of all cash dividends and distributions paid by the Company on Common Stock during the 365-day period ending on such record date (as adjusted to appropriately reflect any of the events referred to in Section 5(c) or in this Section 5(d) and excluding cash dividends or distributions for which an adjustment to the Exercise Price was previously made pursuant to this Section 5(d)), does not exceed 10% of the Current Market Price on such record date) or (iv) of rights or warrants (excluding those referred to in Section 5(b) above), in each such case, case the Exercise Price in effect immediately prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior dividing (1) an amount equal to the reduction by the quotient of difference resulting from (x) the number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price on such record date, less (y) the fair market value (as determined in good faith by the Board of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed Directors) of said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect distributed, by (2) the number of one share shares of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price outstanding on such date specified in clause (x); such record date. Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences evidence of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that which would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Distributions. In case the Company shall fix a record date for ------------------- the making of a distribution to all holders of shares of its Common Stock (i) of securities, evidences shares of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of any class other than its Common Stock and or (ii) of evidences of indebtedness of the Company or any subsidiary or (iii) of other assets, including cash, (excluding dividends or distributions referred to in Section 13(A5(c) above and excluding any cash dividend or cash distribution if the per share amount when combined with the per share amount of all cash dividends and distributions paid by the Company on Common Stock during the 365-day period ending on such record date (as adjusted to appropriately reflect any of the events referred to in Section 5(c) or in this Section 5(d) and excluding cash dividends or distributions for which an adjustment to the Exercise Price was previously made pursuant to this Section 5(d)), does not exceed 10% of the Current Market Price on such record date) or (iv) of rights or warrants (excluding those referred to in Section 5(b) above), in each such case, case the Exercise Price in effect immediately prior to such record date thereto shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior dividing (1) an amount equal to the reduction by the quotient of difference resulting from (x) the number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price on such record date, less (y) the fair market value (as determined in good faith by the Board of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed Directors) of said shares or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, indebtedness or assets or rights or warrants to be so distributed in respect distributed, by (2) the number of one share shares of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price outstanding on such date specified in clause (x); such record date. Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences evidence of indebtedness, assets, rights, cash rights or warrants, as the case may be, to the Exercise Price that which would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.