Common use of Other Distributions Clause in Contracts

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If In case the Corporation distributes Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) above), then in each case the number of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect thereafter purchasable upon the exercise of the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution Warrant shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to number of shares of Common Stock theretofore purchasable upon the Ex-Date for such distribution exercise of the Warrant by a fraction, of which the following fraction: SP0 – FMV SP0 Where, SP0 = numerator shall be the Market Price of a then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date immediately prior to the Ex-Date for of such distribution. FMV = , and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the distribution assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the Ex-Date date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution, in . In the case event of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination Company to all holders of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding its shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on of a subsidiary or securities convertible into or exercisable for such date. In a “spin-off,” where stock, then in lieu of an adjustment in the Corporation makes a distribution to all holders number of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary purchasable upon the exercise of the Corporation Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive from the Company the stock or other business unit, securities to which the Conversion Price will be adjusted on Holder would have been entitled if the 15th Trading Day after Holder had exercised the effective date of the distribution by multiplying such Conversion Price in effect Warrant immediately prior thereto, all subject to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described further adjustment as provided in this Section 9(a)(iii) is not so paid 6; provided, however, that no adjustment in respect of cash dividends or made, the Conversion Price interest on such stock or other securities shall be readjusted, effective as made during the term of the date Warrant or upon the Board exercise of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declareda Warrant.

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock Company shall declare any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludeswhich, for the avoidance of doubt, shall not include any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share shares of Common Stock on issued by the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value Company upon exercise of the portion Warrants) of the distribution applicable its assets (or rights to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect acquire its assets) to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unitsecurities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction), except to the extent an adjustment was already made pursuant to Section 4.1.1 or 4.2 (a “Distribution”), at any time after the issuance of a Warrant, then, in each such case, the Conversion Price will be adjusted on Company shall reserve and put aside the 15th Trading Day after maximum Distribution amount the effective date of the distribution by multiplying such Conversion Price in effect immediately prior Holder would have been entitled to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) receive if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, Holder had held the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders number of shares of Common Stock acquirable upon complete exercise of such Warrant (without regard to any limitations on exercise thereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are listed to be determined for the participation in such Distribution. Upon exercise of a Warrant, in whole or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketin part, an amount equal the Company shall, contemporaneously with the delivery of the Common Stock, distribute to the product of (x) the number of shares Holder a pro rata portion of such capital stock or equity interests representing Distribution based on the portion of the distribution applicable Warrant that has been exercised (provided, however, to one share the extent that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution at such time and to such extent (or the beneficial ownership of any such shares of Common Stock and (y) the Market Price as a result of such capital stock or equity interests Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price benefit of the capital stock Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at which time or equity interests representing times the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price Holder shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to pay or make such dividend or distribution, be held similarly in abeyance) to the Conversion Price that would then be in effect same extent as if there had been no such dividend or distribution had not been declaredlimitation).

Other Distributions. If the Corporation distributes to all holders of shares of Common Stock Stock, any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price 10-Day VWAP of a share of Common Stock determined on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five (5) Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price 10-Day VWAP of a share of Common Stock determined on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th fifteenth (15th) Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th fifteenth (15th) Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price 10-Day VWAP of a share of Common Stock for determined on the period ending on and including the tenth eleventh (11th) Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price 10-Day VWAP of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price 10-Day VWAP of such capital stock or equity interests for on the period ending on and including the tenth eleventh (11th) Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price 10-Day VWAP of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii7(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If During such time as this Warrant is outstanding, if the Corporation distributes Company shall declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of shares of Common Stock any Convertible Securities Stock, by way of return of capital or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) otherwise (which excludesincluding, for the avoidance of doubtwithout limitation, any distribution of cash cash, stock or non-cash other securities, property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined or options by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price way of a share dividend, spin off, reclassification, corporate rearrangement, scheme of Common Stock on the date immediately prior arrangement or other similar transaction) other than any dividend or distribution referred to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (iSections 3(a) or (iib) above (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall not for be entitled to participate in such Distribution to the purposes hereof in any event be equal to or greater than same extent that the Market Price of a share of Common Stock on such date. In a “spin-off,” where Holder would have participated therein if the Corporation makes a distribution to all holders Holder had held the number of shares of Common Stock consisting acquirable upon complete exercise of capital stock of this Warrant (without regard to any class or serieslimitations on exercise hereof, or similar equity interests ofincluding, or relating to, a Subsidiary of the Corporation or other business unitwithout limitation, the Conversion Price will be adjusted on Beneficial Ownership Limitation) immediately before the 15th Trading Day after the effective date of the distribution by multiplying which a record is taken for such Conversion Price in effect immediately prior to Distribution, or, if no such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock record is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter markettaken, the Market Price date as of a share of Common Stock for which the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the record holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketto be determined for the participation in such Distribution; provided, an amount equal however, to the product extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of (x) the number of any shares of Common Stock as a result of such capital stock or equity interests representing Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the distribution applicable to one share benefit of Common Stock and (y) the Market Price Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. To the extent that this Warrant has not been partially or completely exercised at the time of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of Distribution, such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price Distribution shall be readjusted, effective as held in abeyance for the benefit of the date Holder until the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be Holder has exercised this Warrant in effect if such dividend or distribution had not been declaredfull.

Other Distributions. (a) If the Corporation distributes Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holders), shares of Common any class of Capital Stock of the Company (other than any Convertible Securities dividends or Options distributions to which Section 2.1 applies) or any 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, cash, other assets for which there is no corresponding distribution or securities being distributed hereinafter in respect of this Section 2.2 called the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)“Distributed Assets”), then then, in each such case, the Conversion Exercise Price shall be reduced so that the same shall be equal to the price determined by multiplying the Exercise Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted close of business on the record date with respect to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following a fraction: SP0 – FMV SP0 Where, SP0 = (i) the numerator of which shall be the Fair Market Price Value of a share of the Common Stock of the Company on the such date immediately prior to the Ex-Date for such distribution. FMV = less the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board resolution) on such date of the portion of the distribution Distributed Assets so distributed applicable to one share of Common Stock (determined on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination basis of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders number of shares of Common Stock consisting outstanding on the record date); and (ii) the denominator of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary which shall be such Fair Market Value of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date Common Stock of the distribution by multiplying Company on such Conversion date. Such reduction in the Exercise Price in effect shall become effective immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if opening of business on the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day day following the effective date record date. However, in the event that the then fair market value (as so determined) of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution Distributed Assets so distributed applicable to one share of Common Stock and 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 (yor any portion hereof) the Market Price amount of such capital stock Distributed Assets the Holder would have received had the Holder converted this Warrant (or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (iiportion hereof) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect immediately prior to such distribution)Exercise Price. In the event that such dividend or distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Exercise Price shall again be readjusted, effective as of adjusted to be the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Exercise Price that otherwise would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If During such time as this Warrant is outstanding, if the Corporation distributes Company shall declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of shares of Common Stock any Convertible Securities Stock, by way of return of capital or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) otherwise (which excludesincluding, for the avoidance of doubtwithout limitation, any distribution of cash cash, stock or non-cash other securities, property for which there is or options by way of a corresponding dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in respect of the Preferred Stock pursuant to Section 4(a)(i)3(a) or Section 3(b) (a “Distribution”), then at any time after the Conversion Price issuance of this Warrant, then, in effect immediately prior each such case, the Holder shall be entitled to participate in such Distribution to the Ex-Date for such distribution shall be adjusted to same extent that the price determined by multiplying Holder would have participated therein if the Conversion Price in effect immediately prior to Holder had held the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders number of shares of Common Stock consisting acquirable upon complete exercise of capital stock of this Warrant (without regard to any class or serieslimitations on exercise hereof, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unitincluding without limitation, the Conversion Price will be adjusted on Beneficial Ownership Limitation) immediately before the 15th Trading Day after the effective date of the distribution by multiplying which a record is taken for such Conversion Price in effect immediately prior to Distribution, or, if no such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock record is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter markettaken, the Market Price date as of a share of Common Stock for which the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the record holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketto be determined for the participation in such Distribution (provided, an amount equal however, to the product extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of (x) the number of any shares of Common Stock as a result of such capital stock or equity interests representing Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the distribution applicable to one share benefit of Common Stock and (y) the Market Price Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completed exercised at the time of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of Distribution, such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price Distribution shall be readjusted, effective as held in abeyance for the benefit of the date Holder until the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredHolder has exercised this Warrant.

Other Distributions. If In case the Corporation distributes Company shall, by dividend or otherwise, distribute to all holders of record of its Common Shares evidences of its indebtedness, shares of Common Stock any Convertible Securities class or Options or any other assets for which there is no corresponding distribution in respect series of the Preferred Stock pursuant to Section 4(a)(i) (which excludesCapital Stock, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding assets (including securities, but excluding any securities or rights, options or warrants referred to in subparagraph (i) of this Section 4.2(a) and any dividend or distribution paid exclusively in respect of the Preferred Stock pursuant to Section 4(a)(i)cash), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to reduced so that such price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution effectiveness of the Conversion Price reduction contemplated by this subparagraph (iii) by a fraction of which the following fraction: SP0 – FMV SP0 Where, SP0 = numerator shall be the Market Price of a Daily VWAP per share of Class A Common Stock on the date 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 Class A Common Stock and the denominator shall be such current Daily VWAP per share of Class A Common Stock, such reduction to become effective on the later to occur of (x) immediately prior to the Ex-Date for such distribution. FMV = the fair market value opening of the portion of the distribution applicable to one share of Common Stock business on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Reference Date and (y) the Market 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 Shares, securities convertible or exchangeable into Common Shares or rights, options or warrants to subscribe for or purchase Common Shares shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, cash, 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 capital stock Common Shares, such securities convertible or equity interests 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 period ending on determination of shareholders entitled to receive such securities, rights or warrants” and including “the tenth Trading Day following date fixed for such determination” within the effective date meaning of subparagraph (i) and (B) any Common Shares included in such distribution, dividend or (ii) if such capital stock or equity interests are distribution shall not listed or quoted on a principal U.S. national or regional securities exchange or traded on an overbe included in the “number of Fully-the-counter market, Diluted Shares outstanding at the Market Price close of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock business on the effective date fixed for such determination” within the meaning of such distribution subparagraph (after giving effect to such distributioni). In the event that such case any dividend or other distribution described referred to in this Section 9(a)(iiisubparagraph (iii) is in respect of which an adjustment shall have been made shall not so be paid or madeotherwise distributed on the date fixed therefor (as determined in good faith by the Board of the Company whose good faith determination shall be conclusive), the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, readjusted to the Conversion Price that would then be have been in effect if no adjustment had been made on account of such dividend or distribution had not been declaredother distribution.

Other Distributions. If During such time as this Warrant is outstanding, if the Corporation distributes Company shall declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of shares of Common Stock any Convertible Securities Stock, by way of return of capital or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) otherwise (which excludesincluding, for the avoidance of doubtwithout limitation, any distribution of cash cash, stock or non-cash other securities, property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined or options by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price way of a share dividend, spin off, reclassification, corporate rearrangement, scheme of Common Stock on the date immediately prior arrangement or other similar transaction) other than any dividend or distribution referred to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (iSections 3(a) or (iib) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall not for be entitled to participate in such Distribution to the purposes hereof in any event be equal to or greater than same extent that the Market Price of a share of Common Stock on such date. In a “spin-off,” where Holder would have participated therein if the Corporation makes a distribution to all holders Holder had held the number of shares of Common Stock consisting acquirable upon complete exercise of capital stock of this Warrant (without regard to any class or serieslimitations on exercise hereof, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unitincluding without limitation, the Conversion Price will be adjusted on Beneficial Ownership Limitation) immediately before the 15th Trading Day after the effective date of the distribution by multiplying which a record is taken for such Conversion Price in effect immediately prior to Distribution, or, if no such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock record is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter markettaken, the Market Price date as of a share of Common Stock for which the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the record holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketto be determined for the participation in such Distribution (provided, an amount equal however, to the product extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of (x) the number of any shares of Common Stock as a result of such capital stock or equity interests representing Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the distribution applicable to one share benefit of Common Stock and (y) the Market Price Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completed exercised at the time of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of Distribution, such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price Distribution shall be readjusted, effective as held in abeyance for the benefit of the date Holder until the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredHolder has exercised this Warrant.

Other Distributions. If Other than ordinary cash dividends or distributions paid out of the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation distributes shall fix a record date for the making of a dividend or distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets or warrants or rights not referred to all holders in clauses (d) or (e) of this Section 8 (the "Other Distribution"), then, in each such case, at the election of the Corporation, either (i) the number of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect issuable after such record date upon exercise of this Warrant shall be adjusted by multiplying the Preferred number of shares of Common Stock pursuant to Section 4(a)(i) (which excludes, for issuable upon the avoidance exercise of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect this Warrant immediately prior to such record date by a fraction, the Ex-Date for such distribution numerator of which shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the then Fair Market Price of a Value per share of Common Stock on the record date for such distribution and the denominator of which shall be the then Fair Market Value per share of Common Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Company, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the Ex-Date record date for such distribution or (B) the cash equivalent of such Other Distribution. If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due xxxx or other appropriate instrument evidencing such holder's right to receive such distribution upon its occurrence. FMV = Notwithstanding the foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the distribution Other Distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the then Fair Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a Value per share of Common Stock on the effective record date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If In case at any time or from time to time after the Corporation distributes date hereof the Company shall distribute to all holders of shares of Common Stock any Convertible Securities (i) a debt instrument in exchange for or Options in addition to shares of common stock, shares of its capital stock or any other assets properties or securities (other distributions, if any, to be paid on the Closing Date pursuant to the Plan) or (ii) any options, warrants or other rights to subscribe for which there is no corresponding distribution in respect or purchase any of the Preferred Stock pursuant foregoing (other than, in each case set forth in (i) and (ii), (x) any distribution described in Section 4.1 or (y) any rights, options, warrants or securities described in Section 4.3) then the number of Warrant Shares purchasable upon the exercise of each Warrant shall be increased by a number equal to Section 4(a)(ia fraction, the numerator of which shall be the fair value (the "Fair Value") (as determined in good faith by the Board, whose determination shall be evidenced by a reasonably detailed Board resolution filed with the Warrant Agent, a copy of which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect will be sent to Holders upon request) of the Preferred Stock pursuant to Section 4(a)(i))portion, then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Whereif any, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share Warrant Share consisting of a debt instrument, shares of stock, securities, other property, warrants, options or subscription or purchase rights and the denominator of which shall be the Fair Value of the Warrant Shares immediately after such other distribution. Such adjustment shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.2 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders number of shares of Common Stock consisting of capital stock of for which such Warrants are exercisable (whether or not currently exercisable). Notwithstanding anything to the contrary in this Warrant Agreement, no adjustment shall be made pursuant to this Section 4.2 or elsewhere in this Warrant Agreement in the event the Company distributes any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation cash dividend or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date distribution of the distribution by multiplying such Conversion Price in effect immediately prior cash to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of its Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredStock.

Other Distributions. If During such time as this Warrant is outstanding, if the Corporation distributes Company shall declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of shares of Common Stock any Convertible Securities Stock, by way of return of capital or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) otherwise (which excludesincluding, for the avoidance of doubtwithout limitation, any distribution of cash cash, stock or non-cash property for which there is a corresponding distribution in respect other securities, evidences of indebtedness of the Preferred Stock pursuant Company or any other Person or any other property (including shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary) or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 4(a)(i)3(a) or Section 3(b) (a “Distribution”), then at any time after the Conversion Price issuance of this Warrant, then, in effect immediately prior each such case, the Holder shall be entitled to participate in such Distribution to the Ex-Date for such distribution shall be adjusted to same extent that the price determined by multiplying Holder would have participated therein if the Conversion Price in effect immediately prior to Holder had held the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders number of shares of Common Stock consisting acquirable upon complete exercise of capital stock of this Warrant (without regard to any class or serieslimitations on exercise hereof, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unitincluding without limitation, the Conversion Price will be adjusted on Beneficial Ownership Limitation) immediately before the 15th Trading Day after the effective date of the distribution by multiplying which a record is taken for such Conversion Price in effect immediately prior to Distribution, or, if no such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock record is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter markettaken, the Market Price date as of a share of Common Stock for which the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the record holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketto be determined for the participation in such Distribution (provided, an amount equal however, to the product extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of (x) the number of any shares of Common Stock as a result of such capital stock or equity interests representing Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the distribution applicable to one share benefit of Common Stock and (y) the Market Price Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completed exercised at the time of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of Distribution, such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price Distribution shall be readjusted, effective as held in abeyance for the benefit of the date Holder until the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredHolder has exercised this Warrant.

Other Distributions. If Except as required pursuant to Section 4.1 of this Agreement, until the Corporation distributes Redeemable Preferred Shares Redemption Date, unless the Entire Interest of the Redeemable Preferred Shares Consent otherwise, the Common Member shall cause the Company and its Subsidiaries not to, and the Company shall not, and shall cause its Subsidiaries not to, make any dividends or other distributions or loans (whether in cash, assets or property or otherwise) to all holders of shares of the Common Stock any Convertible Securities or Options Member or any other assets for which there is no corresponding distribution in respect parent company or other Affiliate of the Company (other than the Company and its Subsidiaries, and other than Redeemable Preferred Stock Members that become Affiliates solely by virtue of the occurrence of a Voting Rights Trigger Event or actions taken pursuant to Section 4(a)(i6.2(d)(i) hereof); provided, that if and for so long as (a) no Voting Rights Triggering Event has occurred and remains uncured or would occur as a result thereof and (b) the Company has paid all Redeemable Preferred Dividends and other distributions accrued or owing on the Redeemable Preferred Shares to the date of any such dividend or other distribution, or Specified Calpine Loan, then, without the Consent of any Redeemable Preferred Members, the Company may make such dividends or other distributions or Specified Calpine Loans (to the extent applicable) (without duplication, including with respect to the amounts referred to in the proviso below in this sentence) (1) out of, and in amounts equal to, any Excess Cash Flow generated by CCFC and its Subsidiaries during the period since the most recent Redeemable Preferred Dividend Date preceding such dividend, distribution or Specified Calpine Loan (less any amounts of Excess Cash Flow constituting Excess Cash Flow Cash Collateral), (2) described in Section 4.2 of this Agreement and (3) with respect to any amounts that were contributed to the Company in the form of a capital contribution to the common equity of the Company (that creates no obligation for repayment) by Calpine or its Subsidiaries (other than the Company or its Subsidiaries) within the 185 days preceding the proposed dividend or distribution date and which excludesamounts were not transferred to any other Person by or on behalf of the Company; provided, further, that so long as no Voting Rights Triggering Event has occurred and remains uncured or would occur as a result thereof, without the Consent of any Redeemable Preferred Members, the Company may distribute (including in the form of a Specified Calpine Loan) to the Common Member, (x) at any time after the Effective Date, the net proceeds from the Ontelaunee Disposition (for the avoidance of doubt, without duplication of any distribution of cash or non-cash property for which there is a corresponding distribution in respect of amounts used to repay indebtedness under the Preferred Stock pursuant to Section 4(a)(i))CCFC Debt Documents) that it has received from Excess Cash Flow, then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Permitted L/C Collateral Withdrawal Amounts and (yz) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredPermitted Excess Cash Flow L/C Collateral Withdrawal Amounts.

Other Distributions. If Other than ordinary cash dividends or distributions paid out of the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation distributes shall fix a record date for the making of a dividend or distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets or warrants or rights not referred to all holders in clauses (d) or (e) of this Section 8 (the "Other Distribution"), then, in each such case, at the election of the Corporation, either (i) the number of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect issuable after such record date upon exercise of this Warrant shall be adjusted by multiplying the Preferred number of shares of Common Stock pursuant to Section 4(a)(i) (which excludes, for issuable upon the avoidance exercise of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect this Warrant immediately prior to such record date by a fraction, the Ex-Date for such distribution numerator of which shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the then Fair Market Price of a Value per share of Common Stock on the record date for such distribution and the denominator of which shall be the then Fair Market Value per share of Common Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Corporation, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the Ex-Date record date for such distribution or (B) the cash equivalent of such Other Distribution. If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or other appropriate instrument evidencing such holder's rigxx xo receive such distribution upon its occurrence. FMV = Notwithstanding the foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the distribution Other Distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the then Fair Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a Value per share of Common Stock on the effective record date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If the Corporation distributes Company, at any time while this Warrant is outstanding, shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all) of holders of shares its Ordinary Shares (excluding dividends of Common Stock any Convertible Securities its Ordinary Shares and other dividends or Options distributions referred to in Section 3(a) above), by way of return of capital or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) otherwise (which excludesincluding, for the avoidance of doubtwithout limitation, any distribution of cash cash, stock or non-cash other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number Ordinary Shares acquirable upon complete exercise of this Warrant immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which there is a corresponding distribution the record holders of Ordinary Shares are to be determined for the participation in respect such Distribution; provided, however, that the Holder shall only be permitted to take delivery of such Distribution if and to the extent the Holder exercises some or all of the Preferred Stock pursuant to Section 4(a)(i)), then Warrant (the Conversion Price in effect immediately prior to portion of delivery of the Ex-Date for such distribution Distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock based on the date immediately prior to pro rata portion of the Ex-Date for such distribution. FMV = the fair market value of Warrant Shares issuable upon the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect Warrant exercised as compared to the non-cash portion maximum number of a distribution, if any, as determined (i) by the good faith determination Warrant Shares issuable upon complete exercise of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (iWarrant), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determinationprovided that, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) extent that the Warrant has not been partially or (ii), shall not for completely exercised at the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date time of such distributionDistribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised the Warrant, at which time the Company shall issue to one share of Common Stock and (y) the Market Price Holder the pro rata portion of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the Distribution equivalent to that portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would Warrant then be in effect if such dividend or distribution had not been declaredexercised.

Other Distributions. If During such time as this Warrant is outstanding, if the Corporation distributes Company shall declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of shares of Common Stock any Convertible Securities Stock, by way of return of capital or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) otherwise (which excludesincluding, for the avoidance of doubtwithout limitation, any distribution of cash cash, stock or non-cash other securities, property for which there is or options by way of a corresponding dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in respect of the Preferred Stock pursuant to Section 4(a)(i)3(a) or Section 3(b) (a “Distribution”), then at any time after the Conversion Price issuance of this Warrant, then, in effect immediately prior each such case, the Holder shall be entitled to participate in such Distribution to the Ex-Date for such distribution shall be adjusted to same extent that the price determined by multiplying Holder would have participated therein if the Conversion Price in effect immediately prior to Holder had held the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders number of shares of Common Stock consisting acquirable upon complete exercise of capital stock of this Warrant (without regard to any class or serieslimitations on exercise hereof, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unitincluding without limitation, the Conversion Price will be adjusted on Beneficial Ownership Limitation and the 15th Trading Day after Maximum Percentage, as applicable) immediately before the effective date of the distribution by multiplying which a record is taken for such Conversion Price in effect immediately prior to Distribution, or, if no such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock record is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter markettaken, the Market Price date as of a share of Common Stock for which the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the record holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketto be determined for the participation in such Distribution (provided, an amount equal however, to the product extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation or the Maximum Percentage, as applicable, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of (x) the number of any shares of Common Stock as a result of such capital stock or equity interests representing Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the distribution applicable to one share benefit of Common Stock and (y) the Market Price Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation or Maximum Percentage, as applicable). To the extent that this Warrant has not been partially or completely exercised at the time of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of Distribution, such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price Distribution shall be readjusted, effective as held in abeyance for the benefit of the date Holder until the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredHolder has exercised this Warrant.

Other Distributions. If Triton Cayman makes a distribution of securities or other property (other than cash, Class B Shares or a distribution of rights subject to Section 4.03) to the Corporation distributes to all holders of shares any of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect its securities constituting a part of the Preferred Stock Deposited Securities which it is required to offer or cause to be offered to the holders of such securities by the Articles of Association or the Companies Act, the Depositary shall cause the securities or property so distributable to be distributed to the Holders of Receipts evidencing Depositary Shares representing Deposited Securities on a record date fixed pursuant to Section 4(a)(i) (which excludes4.05, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect immediately prior proportion to the Ex-Date number of Depositary Shares representing Deposited Securities held by each of them respectively, in any manner that the Depositary may (after consultation with Triton Cayman) deem equitable and practicable for accomplishing such distribution, including, in the case of securities, with the consent of Triton Cayman, depositing such securities in a depositary share facility for such distribution shall be adjusted securities and distributing to the price determined by multiplying Holders depositary shares representing the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distributionsecurities so deposited; PROVIDED that if, in the case of a non-cash distribution (other than a distribution in respect of Deposited Securities of securities having an aggregate fair market value as determined by Triton Cayman of $5,000,000 or more), in the opinion of the Depositary (after consultation with respect Triton Cayman) such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including any tax withholding requirement) the Depositary deems such distribution not to be feasible, the non-cash portion Depositary may (after consultation with Triton Cayman) adopt such method as it may deem equitable and practicable for the purpose of a effecting such distribution, if anyincluding the sale (at public or private sale) of the securities or property thus received, as determined (i) or any part thereof, and the distribution by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant Depositary to clause (i), the Holders of the net proceeds of any such sale as in the case of a majority distribution received in cash pursuant to Section 4.01. Triton Cayman agrees that it will take all necessary action, and comply in all material respects with all applicable United States and Cayman Islands laws and regulations, in order to permit any such distribution to be made to the Holders, including without limitation, causing, if necessary, a registration statement under the Securities Act of the outstanding shares 1933 covering such offering to be declared effective and to remain in effect (other than a distribution in respect of Preferred Stock object in good faith to such determination, then the Deposited Securities of securities having an aggregate fair market value will be as determined by a nationally recognized independent investment banking firm Triton Cayman of $5,000,000 or less). Notwithstanding the foregoing, in lieu of distributing fractions of such securities, the Depositary may sell that has for this purpose (x) been selected number of such securities represented by the Board aggregate of Directors, such fractions and (y) is reasonably acceptable to Holders distribute the net proceeds of such sale as in the case of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined distribution received in cash pursuant to Section 4.01. No such distribution shall alter the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price composition of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredShare.

Other Distributions. (i) If the Corporation distributes Ex-Dividend Date occurs for a distribution by the Company of shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities to all or substantially all holders of shares of the Common Stock any Convertible Securities Stock, excluding (A) dividends or Options distributions (including subdivisions) and rights, options or any other assets warrants, in each case, for which there an adjustment is no corresponding distribution made pursuant to Sections 11.05(a) or 11.05(b); (B) dividends or distributions paid exclusively in respect of the Preferred Stock cash for which an adjustment is made pursuant to Section 4(a)(i11.05(d); and (C) (which excludes, for the avoidance of doubt, any distribution of cash or nonSpin-cash property Offs for which there an adjustment is a corresponding distribution in respect of the Preferred Stock made pursuant to Section 4(a)(i)11.05(c)(ii) (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Price Rate shall be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to Open of Business on the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Dividend Date for such distribution. ; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0= the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if anyvalue, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the Distributed Property distributed with respect to each outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, as of the Market Price Open of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock Business on the effective date of Ex-Dividend Date for such distribution. MPs = Notwithstanding the foregoing, if “SP0” (ias defined above) if minus “FMV” (as defined above) is less than $1.00, in lieu of the capital stock or equity interests distributed to foregoing adjustment, each Holder shall receive, for each $1,000 principal amount of Notes held, at the same time and upon the same terms as holders of shares the Common Stock, the kind and amount of Common Stock are listed or quoted on Distributed Property that such Holder would have received as if such Holder had owned a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) equal to the Market Price of such capital stock or equity interests Conversion Rate in effect on the record date for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii. Any adjustment made under this Section 11.05(c)(i) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, shall become effective immediately after the Market Price Open of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Business on the effective date of Ex-Dividend Date for such distribution. If such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Price Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision determines not to make or pay such distribution or make as of such dividend or distributionexpiration date, as the case may be, to be the Conversion Price Rate that would then be in effect if had such dividend or distribution had not been declareddeclared or to the extent such rights or warrants are not exercised, as applicable.

Other Distributions. If Beginning 90 days after the Corporation distributes Closing Date, if the LLC or its Subsidiaries elects to all holders of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution make a Restricted Payment in respect of the Preferred Stock pursuant to accordance with Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)4.4(f), then the Conversion Price in effect immediately prior LLC (or its Subsidiaries) shall first apply 75% of the amount equal to any such Restricted Payment (any such amount, the “Offer Amount”) to make an offer to the Ex-Date Preferred Members to redeem the Preferred Units, on a pro rata basis in proportion to their holdings of the Preferred Units, at a redemption price equal to the Preferred Liquidation Amount applicable to their Preferred Units. Each Preferred Member shall have the option, but not the obligation, to redeem all or a portion of their Preferred Units at such redemption price (the amount actually applied to redeem Preferred Units, the “Accepted Amount”). The closing date for any such redemption shall be as specified in a notice from the LLC to the Preferred Members; provided that the closing date for such distribution redemption shall be adjusted no earlier than 10 days and no later than 60 days after the delivery of such notice. Such notice shall state the time by which each Preferred Member may elect to include such Preferred Member’s Preferred Units in such offer. In addition, such notice may state that the offer of redemption is conditional on the occurrence of such certain conditions specified therein and/or state that, in the LLC’s discretion, the closing date for such offer may be delayed until such time (but no more than 60 days after the notice is sent) as any or all such conditions shall be satisfied or waived by the LLC. The closing date for such offer of redemption may be rescinded at any time in the LLC’s sole discretion if the LLC determines that any or all such conditions will not be satisfied or waived. At the closing of any redemption of Preferred Units pursuant to this Section 4.2(b), each Preferred Member shall assign to the price determined LLC all of the Preferred Units being redeemed, free and clear of all liens, encumbrances and other restrictions, by multiplying delivering a duly executed assignment with respect to such Preferred Units (the Conversion Price in effect immediately prior form of which shall be reasonably satisfactory to the Ex-Date for such distribution by LLC) and the following fraction: SP0 – FMV SP0 Where, SP0 = Preferred Members shall execute a release (the Market Price form of a share of Common Stock on the date immediately prior which shall be reasonably satisfactory to the Ex-Date for LLC) with respect to obligations and liabilities arising from the rights of such distributionPreferred Members as Preferred Members in the LLC. FMV = The Board may cause the fair market value of LLC or its Subsidiaries to use the difference between the Offer Amount and the Accepted Amount (as well as the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) Restricted Payments received by the good faith determination of the Board of Directors LLC or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors its Subsidiaries and not applied pursuant to clause (ithis Section 4.2(b), the Holders of ) for any purpose other than a majority of the outstanding shares of Preferred Stock object in good faith distribution to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose enable Xxxxxxxx to (x) been selected by the Board pay a special dividend or special distribution to equityholders of Directors, and Xxxxxxxx or (y) is reasonably acceptable to Holders of pay a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredto any other holder of preferred equity of Xxxxxxxx or an Intermediate Holdco.

Other Distributions. If In the event the Corporation distributes to all holders of shares of Common Stock any Convertible Securities or Options or any declares a distribution payable in securities (other assets for which there is no corresponding distribution in respect than securities of the Preferred Stock pursuant to Section 4(a)(i) (which excludes, for the avoidance of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)Corporation), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the price determined evidences of indebtedness issued by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unitpersons or assets (excluding cash dividends paid in the ordinary course of business) then, in each such case for the purpose of this Section 2.6, the Conversion Price will Holder shall be adjusted on entitled upon exercise of this Warrant to a proportionate share of any such distribution as though it were the 15th Trading Day after the effective date holder of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share number of Common Stock Shares into which this Warrant were exercisable as of the record date fixed for the period ending on and including determination of the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share holders of Common Stock on Shares of the effective date of Corporation entitled to receive such distribution. MPs = (i) if 2.7 No Impairment The Corporation will not, by amendment of its articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the capital stock observance or equity interests distributed performance of any of the terms to be observed or performed under this Warrant Certificate, but will at all times in good faith assist in the holders carrying out of shares all the provisions of Article 2 and in the taking of any action necessary or appropriate in order to protect the rights of the Holder against impairment. 2.8 Reservation of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketShares The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Shares, an amount equal solely for the purpose of effecting the exercise of this Warrant, such number of Warrant Shares as from time to time is sufficient to effect the product exercise of (x) this entire Warrant, and if at any time the number of authorized but unissued Common Shares is not sufficient to effect the exercise in full of this Warrant, then the Corporation will take such corporate action as may, in the opinion of its legal counsel, be necessary to increase its authorized but unissued Common Shares to such number of shares as is sufficient for such purpose. 2.9 Disputes If a dispute shall at any time arise with respect to adjustments in the Exercise Price, such dispute shall be conclusively determined by the Corporation’s firm of such capital stock or equity interests representing independent chartered accountants as may be selected by the portion board of directors of the distribution applicable Corporation and any such determination shall be binding upon the Corporation and the Holder, absent manifest error. Such firm of independent chartered accountants shall be provided access to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price all necessary records of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of Corporation. If any such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) determination is not so paid or made, the Conversion Price Corporation shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, deliver a certificate to the Conversion Price that would then be in effect if Holder describing such dividend or distribution had not been declareddetermination.

Other Distributions. If Other than ordinary cash dividends or distributions paid out of the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation distributes shall fix a record date for the making of a dividend or distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets or warrants or rights not referred to all holders in clauses (d) or (e) of this Section 8 (the "Other Distribution"), then, in each such case, at the election of the Corporation, either (i) the number of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect issuable after such record date upon exercise of this Warrant shall be adjusted by multiplying the Preferred number of shares of Common Stock pursuant to Section 4(a)(i) (which excludes, for issuable upon the avoidance exercise of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect this Warrant immediately prior to such record date by a fraction, the Ex-Date for such distribution numerator of which shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the then Fair Market Price of a Value per share of Common Stock on the record date for such distribution and the denominator of which shall be the then Fair Market Value per share of Common Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Company, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the Ex-Date record date for such distribution or (B) the cash equivalent of such Other Distribution. If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or other appropriate instrument evidencing such holder's right tx xxceive such distribution upon its occurrence. FMV = Notwithstanding the foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the distribution Other Distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the then Fair Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a Value per share of Common Stock on the effective record date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If Other than ordinary cash dividends or distributions paid out of the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation distributes shall fix a record date for the making of a dividend or distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets or warrants or rights not referred to all holders in clauses (d) or (e) of this Section 8 (the "Other Distribution"), then, in each such case, at the election of the Corporation, either (i) the number of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect issuable after such record date upon exercise of this Warrant shall be adjusted by multiplying the Preferred number of shares of Common Stock pursuant to Section 4(a)(i) (which excludes, for issuable upon the avoidance exercise of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect this Warrant immediately prior to such record date by a fraction, the Ex-Date for such distribution numerator of which shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the then Fair Market Price of a Value per share of Common Stock on the record date for such distribution and the denominator of which shall be the then Fair Market Value per share of Common Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Company, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the Ex-Date record date for such distribution or (B) the cash equivalent of such Other Distribution. If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; PROVIDED HOWEVER, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or otxxx appropriate instrument evidencing such holder's right to receive such distribution upon its occurrence. FMV = Notwithstanding the foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the distribution Other Distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the then Fair Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a Value per share of Common Stock on the effective record date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If Other than ordinary cash dividends or distributions paid out of the Corporation's current earnings in amounts consistent with the Corporation's ordinary practice as in effect from time to time, which are specifically excluded from the provisions of this clause (f), in the event the Corporation distributes shall fix a record date for the making of a dividend or distribution on its Common Stock payable in cash, Common Stock of the Corporation, securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets or warrants or rights not referred to all holders in clauses (d) or (e) of this Section 8 (the "Other Distribution"), then, in each such case, at the election of the Corporation, either (i) the number of shares of Common Stock any Convertible Securities or Options or any other assets for which there is no corresponding distribution in respect issuable after such record date upon exercise of this Warrant shall be adjusted by multiplying the Preferred number of shares of Common Stock pursuant to Section 4(a)(i) (which excludes, for issuable upon the avoidance exercise of doubt, any distribution of cash or non-cash property for which there is a corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i)), then the Conversion Price in effect this Warrant immediately prior to such record date by a fraction, the Ex-Date for such distribution numerator of which shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the then Fair Market Price of a Value per share of Common Stock on the record date for such distribution and the denominator of which shall be the then Fair Market Value per share of Common Stock on the record date for such distribution less an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Other Distribution applicable to one share of Common Stock, or (ii) adequate provision shall be made so that the holder of this Warrant shall have the right to receive, in addition to shares of Common Stock upon the exercise of this Warrant, at the election of the Company, either (A) the Other Distribution to which such holder would have been entitled as a holder of Common Stock if such holder had exercised this Warrant immediately prior to the Ex-Date record date for such distribution or (B) the cash equivalent of such Other Distribution. If the Corporation elects to adjust the number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to clause (i) above, such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders of the Corporation entitled to receive such distribution; provided however, that the Corporation shall deliver to the holder who exercises this Warrant after any such record date, but prior to the related distribution, a due bill or other appropriate instrument evidencing such holder's xxxxt to receive such distribution upon its occurrence. FMV = Notwithstanding the foregoing, the Corporation shall not elect the adjustment provided for in clause (i) above if the then fair market value (as determined in good faith by the Board of Directors of the portion Corporation) of the distribution Other Distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the then Fair Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a Value per share of Common Stock on the effective record date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, an amount equal to the product of (x) the number of shares of such capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock and (y) the Market Price of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Other Distributions. If During such time as this Warrant is outstanding, if the Corporation distributes Company shall declare or make any dividend or other distribution of its assets (or rights to all acquire its assets) to holders of shares of Common Stock any Convertible Securities Stock, by way of return of capital or Options or any other assets for which there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) otherwise (which excludesincluding, for the avoidance of doubtwithout limitation, any distribution of cash cash, stock or non-cash other securities, property for which there is or options by way of a corresponding dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in respect of the Preferred Stock pursuant to Section 4(a)(i)3(a) or Section 3(b) (a “Distribution”), then at any time after the Conversion Price issuance of this Warrant, then, in effect immediately prior each such case, the Holder shall be entitled to participate in such Distribution to the Ex-Date for such distribution shall be adjusted to same extent that the price determined by multiplying Holder would have participated therein if the Conversion Price in effect immediately prior to Holder had held the Ex-Date for such distribution by the following fraction: SP0 – FMV SP0 Where, SP0 = the Market Price of a share of Common Stock on the date immediately prior to the Ex-Date for such distribution. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) is reasonably acceptable to Holders of a majority of the outstanding shares of Preferred Stock; provided, that such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to or greater than the Market Price of a share of Common Stock on such date. In a “spin-off,” where the Corporation makes a distribution to all holders number of shares of Common Stock consisting acquirable upon complete exercise of capital stock of this Warrant (without regard to any class or serieslimitations on exercise hereof, or similar equity interests of, or relating to, a Subsidiary of the Corporation or other business unitincluding without limitation, the Conversion Price will be adjusted on Maximum Percentage) immediately before the 15th Trading Day after the effective date of the distribution by multiplying which a record is taken for such Conversion Price in effect immediately prior to Distribution, or, if no such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = (i) if the Common Stock record is listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter markettaken, the Market Price date as of a share of Common Stock for which the period ending on and including the tenth Trading Day following the effective date of such distribution, or (ii) if the Common Stock is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of a share of Common Stock on the effective date of such distribution. MPs = (i) if the capital stock or equity interests distributed to the record holders of shares of Common Stock are listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter marketto be determined for the participation in such Distribution (provided, an amount equal however, to the product extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of (x) the number of any shares of Common Stock as a result of such capital stock or equity interests representing Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the distribution applicable to one share benefit of Common Stock and (y) the Market Price Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such capital stock or equity interests for the period ending on and including the tenth Trading Day following the effective date of Distribution, such distribution, or (ii) if such capital stock or equity interests are not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter market, the Market Price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the effective date of such distribution (after giving effect to such distribution). In the event that such distribution described in this Section 9(a)(iii) is not so paid or made, the Conversion Price Distribution shall be readjusted, effective as held in abeyance for the benefit of the date Holder until the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declaredHolder has exercised this Warrant.