Common use of When No Adjustment Required Clause in Contracts

When No Adjustment Required. No adjustment of the Exercise Price shall be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (c) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issued.

When No Adjustment Required. No adjustment in the number of Warrant Shares purchasable upon the Exercise Price shall exercise of each Warrant or in the exercise price need be made as a result ofunder this Section 9.1 in connection with: (1i) the issuance of rights Common Stock, options, rights, Warrants or other securities pursuant to the Plan; (ii) shares of Common Stock, options, rights, warrants or other securities issued pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)or its subsidiaries for the benefit of employees or directors; (2iii) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the any issuance of any shares of Common Stock or securities convertible into, or exercisable into or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any for shares of Common Stock pursuant to any present or future plan providing an underwritten public offering for a price per share of Common Stock in the reinvestment case of dividends or interest payable on securities an issuance of the Company and the investment of additional optional amounts in shares of Common Stock, or for a price per share of Common Stock under any plan initially deliverable upon conversion or exchange of such securities, that type; (c) upon is equal to or greater than 95% of the issuance Current Market Price per share of any Common Stock on the date the Company fixed the offering, conversion or exchange price of such additional shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; Stock; (div) upon the issuance of any shares sales of Common Stock pursuant to any optiona plan adopted by the Company for reinvestment of dividends or interest; provided, warrant or right or other security exercisable forhowever, that if such sales of Common Stock are at a discount of 20% to the Current Market Price, such issuances shall require adjustment under this Section, or exchangeable or convertible into, (v) shares of Common Stock in public issued to shareholders of any corporation that is acquired by, merged into or private transactions at any price deemed appropriate by made a part or subsidiary of the Company in its sole discretion; (e) an arm's-length transaction. Additionally, no adjustment need be made if the Company issues or distributes to each Holder of Warrants the shares, rights, options, warrants, evidences of indebtedness, assets or other securities referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised for the number of Warrant Shares for which Warrants are then exercisable prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares will be made for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedStock.

When No Adjustment Required. No adjustment of the Exercise Price shall need be made as a result of: : (1a) the issuance of the rights pursuant to any stockholder the Company's adoption of a stockholders rights plan or tax asset protection plan that provides that each share of Common Stock issued upon exercise of the Warrant at any time prior to the distribution of separate certificates representing rights will be entitled to receive the right (i.e., a poison pill) adopted by the Company from time to time (“RightsStockholder Rights Plan”); ; (2b) the distribution of separate certificates representing Rights; the rights under a Stockholder Rights Plan; (3c) the exercise or redemption of Rights; or the rights in accordance with any rights agreement under a Stockholder Rights Plan; (4d) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretionStockholder Rights Plan; (be) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cf) upon the issuance of any shares of Common Stock or options or rights to purchase or be issued those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of its subsidiariesSubsidiaries; (dg) ordinary course of business stock repurchases, including structured or derivative transactions pursuant to a stock repurchase program approved by the Board of Directors (but, for the avoidance of doubt, excluding transactions described in Section 2.5); (h) upon the issuance of any shares of Common Stock pursuant to or any option, warrant or right or other security exercisable forsecurities convertible into, or exchangeable for shares of Common Stock, or convertible into, the right to purchase shares of Common Stock or such convertible or exchangeable securities other than as described in public Sections 2.2 or private transactions at any price deemed appropriate by the Company in its sole discretion;2.3; or (ei) for a change in the par value or no par value of Common Stock. If any event described in Section 2.6 (a) through (d) occurs, the Holder will receive the rights upon exercise, unless, prior to any exercise, the rights have separated from the Common Stock; . If the rights have separated, the Exercise Price will be decreased at the time of separation as provided by Section 2.2 or 2.3, as applicable, subject to readjustment in the event of expiration, termination or redemption of such rights. Notwithstanding the foregoing, no adjustment need be made to the Exercise Price pursuant to Section 2.1, 2.2, 2.3, 2.4 or 2.5 if the Holder is entitled to participate (f) for accumulated as a result of holding this Warrant, and unpaid dividends; or (g) upon at substantially the issuance same time as Common Stock holders participate), subject to notice of any such entitlement to the Holder, in the transaction that would otherwise trigger the applicable adjustment, as if the Holder held a number of shares of Common Stock pursuant issuable upon exercise of this Warrant. No adjustment need be made if the Common Stock to any option, warrant, right or other security exercisable forbe issued upon exercise will actually receive the consideration provided in, or exchangeable or convertible intobe subject to, Common Stock the transaction that was outstanding as of would otherwise trigger the date the Warrants were first issuedadjustment.

When No Adjustment Required. No If an adjustment is made upon the establishment of a record date for a distribution subject to subsection (a), (b) or (c) of this Section 9 and such distribution is subsequently cancelled, the Warrant Number and Exercise Price then in effect shall be readjusted, effective as of the Exercise Price shall be made as a result of: (1) date when the issuance board of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by directors of the Company from time determines to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; providedcancel such distribution, however, to that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock Number and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stockhave been in effect if such record date had not been fixed. In addition, notwithstanding anything to the contrary in this Section 9, no adjustment to the Exercise Price Warrant Number shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bi) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiariesSubsidiaries in an amount not to exceed 10.0% of the outstanding shares of Common Stock on the Issue Date of the Notes; (diii) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance exercise of any shares Warrants or conversion or redemption of Common Stock any Notes or pursuant to any option, warrant, right or other security exercisable forexercisable, or exchangeable or convertible into, Common Stock that was security not described in clause (ii) above and outstanding as of the date Issue Date of the Notes; (iv) for a change in the par value of the Common Stock; or (v) for accrued and unpaid interest on the Notes. To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the cash. Furthermore, if the application of the foregoing formulas of this Section 9 would result in a decrease in the Warrant Number, no adjustment to the Warrant Number shall be made (other than as a result of a share combination). Notwithstanding anything in this Section 9 or any other provision in this Agreement or the Warrants, if a Warrant Number adjustment becomes effective on any Ex-Dividend Date, and a Holder that has exercised its Warrants on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related exercise date as described under Section 9(r) based on an adjusted Warrant Number for such Ex-Dividend Date, then, notwithstanding the Warrant Number adjustment provisions in this Section 9, the Warrant Number adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were first issuedthe record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

When No Adjustment Required. No adjustment of the Exercise Price shall be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company Issuer and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cb) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Issuer or any of its subsidiariesSubsidiaries; (dc) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable forwarrant, right, or exercisable, exchangeable or convertible into, shares security not described in clause (b) above and outstanding as of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretiondate of this Sixteenth Supplemental Indenture; (ed) for a change in the par value or no par value of the Common Stock; (fe) for accumulated accrued and unpaid dividendsinterest (including Additional Amounts, if any); or (gf) upon if Holders are to participate in a merger or consolidation on a basis and with notice that the issuance Board of any shares Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock pursuant participate in the transaction; provided that the basis on which the Holders are to participate in the transaction shall not be deemed to be fair if it would require the conversion of Securities at any optiontime prior to the expiration of the conversion period specified for such Securities. To the extent the 2023 Notes become convertible into cash, warrant, right or other security exercisable forassets, or exchangeable or convertible into, Common Stock that was outstanding as property (other than capital stock of the date Issuer or securities to which Section 6.12 hereof applies), no adjustment shall be made thereafter as to the Warrants were first issuedcash, assets or property. Interest shall not accrue on such cash.

When No Adjustment Required. No adjustment of to the Exercise Price shall Fixed Settlement Rates need be made as a result of: (1i) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2ii) the distribution of separate certificates representing Rightsthe rights; (3iii) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4iv) the termination or invalidation of Rightsthe rights, in each case, pursuant to the Company's stockholders rights plan existing on the date of this Agreement, as amended, modified, or supplemented from time to time or any newly adopted stockholders rights plans; provided, however, however that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect upon settlement of a Purchase Contract (including the Company's rights plan existing on an Exercise Datethe date of this Agreement), the Holder shall receive upon exercisereceive, in addition to the Warrant Ordinary Shares, the Rights rights under such rights plan, unless, prior to such Exercise Dateany settlement of a Purchase Contract, the Rights rights have separated from the Common StockOrdinary Shares, in which case the applicable Exercise Price Fixed Settlement Rates will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock its Ordinary Shares as described in Section 4.01(cclause (3) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection planabove, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stockrights. In addition, no adjustment to the Exercise Price shall Fixed Settlement Rates need be made: (aA) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Common Stock Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock Ordinary Shares under any plan of that typeplan; (cB) upon the issuance of any shares of Common Stock Ordinary Shares or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries;; or (dC) upon the issuance of any shares of Common Stock Ordinary Shares pursuant to any option, warrant or right or other security exercisable forwarrant, right, or exercisable, exchangeable or convertible into, shares security outstanding as of Common Stock the date the Units were first issued. No adjustment to the Fixed Settlement Rates need be made for a transaction referred to in public 5.6(a)(2) or private transactions at any price deemed 5.6(a)(3) if Holders of the Units may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate by in light of the Company basis and notice on which holders of Ordinary Shares participate in its sole discretion; (e) the transaction. No adjustment to the Fixed Settlement Rates need be made for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedOrdinary Shares.

When No Adjustment Required. No adjustment of the Exercise Price shall Daily Amounts used in determining the Settlement Rate, and the number of shares to be delivered on Early Settlement need be made as a result of: (1i) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2ii) the distribution of separate certificates representing Rightsthe rights; (3iii) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4iv) the termination or invalidation of Rightsthe rights, in each case, pursuant to the Company’s stockholders rights plan existing on the date of this Agreement, as amended, modified, or supplemented from time to time, or any newly adopted stockholders rights plans; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect upon settlement of a Purchase Contract (including the Company’s rights plan existing on an Exercise Datethe date of this Agreement), the Holder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior to such Exercise Dateany settlement of a Purchase Contract, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price Settlement Rate will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(cclause (3) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection planabove, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stockrights. In addition, no adjustment to the Exercise Price shall Daily Amounts used in determining the Settlement Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bA) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cB) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gC) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date the Warrants Units were first issued. No adjustment to the Settlement Rate need be made for a transaction referred to in 5.06(a)(2) or 5.06(a)(3) if Holders of the Units may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Settlement Rate need be made for a change in the par value or no par value of the Common Stock.

When No Adjustment Required. No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1A) the issuance of the rights; (B) the distribution of separate certificates representing the rights; (C) the exercise or redemption of the rights in accordance with any rights agreement; or (D) the termination or invalidation of the rights, in each case, pursuant to any stockholder rights plan plans or tax asset protection plan (i.e., a poison pill) plans adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rightstime; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise the Mandatory Conversion Date, the Holder Holders shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan or tax asset protection plan, unless, prior to such Exercise the Mandatory Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price will Conversion Rate shall be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in clause (iii) of this Section 4.01(c11(a) including, including for the purposes of this paragraph only, only shares of Common Stock and assets issuable upon exercise of Rights rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rightsrights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made: (aA) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by that the Company deems appropriate or in its sole discretionexchange for other securities of the Company; (bB) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (cC) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to to, or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (dD) upon the issuance of any shares of Common Stock pursuant to any option, warrant or warrant, right or other security exercisable forexercisable, or exchangeable or convertible intosecurity for, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (eE) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gF) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date the Warrants shares of Series G Preferred Stock were first issued. For purpose of this Section 11, “record date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

When No Adjustment Required. (i) Except as otherwise provided in this Section 11, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (ii) No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1) of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rightsplans; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise a Conversion Date, the Holder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior to any such Exercise Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price Conversion Rate will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock of shares of capital stock of the Company or evidences of its indebtedness or its assets (including, for the avoidance of doubt, rights or warrants issued by it) as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan11(a)(iii), subject to (x) readjustment for only that portion of such rights or warrants which expire or terminate or (y) readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment such rights or warrants, except that any such readjustment shall be made to calculated net of the Exercise Price that would reduce aggregate value of the Exercise Price below the par value per share of Common Stock. In addition, no consideration payable in connection with any such redemption. (iii) No adjustment to the Exercise Price shall Conversion Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bA) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan in which purchases are made at market prices on the date or dates of that typepurchase, without discount, and whether or not the Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (cB) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gC) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of October 27, 2008; or (D) for a change in the date par value of the Warrants were first issuedCommon Stock. (iv) No adjustment to the Conversion Rate need be made for a transaction referred to in Section 11(a), if the Holder, as a result of holding the Convertible Preferred Stock and without having to convert the Convertible Preferred Stock, receives the cash, securities, assets, property or other benefits in such transaction on the same basis and at the same time as if such Holder held the full number of shares of Common Stock into which its shares of Convertible Preferred Stock may then be converted. (v) No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock. (vi) Before taking any action which would cause an adjustment pursuant to this Section 11 to reduce the Conversion Rate below the then par value (if any) of the Common Stock, the Company shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at the Conversion Price as so adjusted.

When No Adjustment Required. (i) The Exercise Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock. (ii) No adjustment of the Exercise Price shall Rate need be made as a result of: (1A) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2B) the distribution of separate certificates representing Rightsthe rights; (3C) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4D) the termination or invalidation of Rightsthe rights, in each case, pursuant to the Company’s stockholder rights plan existing on the Signing Date, as amended, modified, or supplemented from time to time, or any newly adopted stockholder rights plans; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise the date on which this Warrant is exercised (including the Company’s rights plan, if any, existing on the Signing Date), the Holder Warrantholder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior . In the event that the Company proposes to such distribute rights under any stockholder rights plan after the Initial Exercise Date, the Rights have separated from Company shall give notice to the Common StockWarrantholder, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described manner set forth in Section 4.01(c13(g). (iii) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bA) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cB) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gC) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date Signing Date. (iv) No adjustment to the Warrants were first issuedExercise Rate need be made for a change in the par value of the Common Stock. (v) No adjustment to the Exercise Rate need be made for the issuance of shares of Common Stock, convertible securities, warrants, or rights to acquire shares of Common Stock (whether or not such rights are issued to employees of the Company) in the transactions described in the Transaction Outline filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated February 27, 2009, or for the issuance of the shares of Common Stock pursuant to such convertible securities, warrants or rights.

When No Adjustment Required. No adjustment of the Exercise Price shall Fixed Settlement Rates, and the number of shares to be delivered on Early Settlement need be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2) the distribution of separate certificates representing Rightsthe rights; (3) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4) the termination or invalidation of Rightsthe rights, in each case, pursuant to any stockholder rights plans adopted by the Company from time to time; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise any Stock Purchase Date, the Holder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior to such Exercise Stock Purchase Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price Fixed Settlement Rate will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in clause (iii) of this Section 4.01(c5.04(a) including, including for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rightsrights. No adjustment to any Fixed Settlement Rate shall be made that reduces the amount payable per share of Common Stock pursuant to the Exercise Price that would reduce the Exercise Price Stock Purchase Contracts below the par value per share of Common Stockthereof. In addition, no No adjustment to the Exercise Price shall Fixed Settlement Rates need be made: (a1) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by that the Company in its sole discretiondeems appropriate; (b2) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (c3) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to to, or has a value derived from the value of the Common Stock or other securities of the CompanyStock, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d4) upon the issuance of any shares of Common Stock pursuant to any option, warrant or warrant, right or other security exercisable forexercisable, or exchangeable or convertible intosecurity for, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e5) for a change in the par value or no par value of the Common Stock; (f6) for accumulated and unpaid dividends; or (g7) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date the Warrants Equity Units were first issued.

When No Adjustment Required. (i) Except as otherwise provided in this Section 8, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock. (ii) No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1A) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2B) the distribution of separate certificates representing Rightsthe rights; (3C) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4D) the termination or invalidation of Rightsthe rights, in each case, pursuant to the Corporation’s stockholder rights plan existing on the Signing Date, as amended, modified, or supplemented from time to time, or any newly adopted stockholder rights plans; provided, however, that to the extent that the Company Corporation (x) has a stockholder rights plan or tax asset protection plan in effect on an Exercise Datethe Mandatory Conversion Date (including the Corporation’s rights plan, if any, existing on the date hereof) or (y) had a stockholder rights plan take effect after the Signing Date that is no longer in effect on the Mandatory Conversion Date and the rights under such plan were exercised, the Holder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior to such Exercise the Mandatory Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price Conversion Rate will be adjusted at the time of separation as if the Company Corporation made a distribution to all holders of Common Stock of shares of capital stock of the Corporation or evidences of its indebtedness or its assets as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan8 (a)(iii), subject to readjustment in the event of the expiration, termination or redemption of the Rights. rights of a stockholder rights plan in effect on the Mandatory Conversion Date. (iii) No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bA) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company Corporation and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cB) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Corporation or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gC) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date Signing Date. (iv) No adjustment to the Warrants were first issuedConversion Rate need be made for a transaction referred to in Section 8 (a)(i), (ii), (iii) or (iv) above if Holders may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. (v) No adjustment to the Conversion Rate need be made for a change in the par value of the Common Stock. (vi) No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock. (vii) No adjustment to the Conversion Rate need be made for the issuance of shares of Common Stock, convertible securities, warrants, or rights to acquire shares of Common Stock (whether or not such rights are issued to employees of the Corporation) in the transactions described in the Transaction Outline filed as Exhibit 99.2 to the Corporation’s Current Report on Form 8-K dated February 27, 2009, or for the issuance of the shares of Common Stock pursuant to such convertible securities, warrants or rights.

When No Adjustment Required. No adjustment of to the Exercise Price shall Settlement Rate need be made as a result of: (1i) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2ii) the distribution of separate certificates representing Rightsthe rights; (3iii) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4iv) the termination or invalidation of Rightsthe rights, in each case, pursuant to the Company's stockholders rights plan existing on the date of this Agreement, as amended, modified, or supplemented from time to time or any newly adopted stockholders rights plans; provided, however, however that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect upon settlement of a Purchase Contract (including the Company's rights plan existing on an Exercise Datethe date of this Agreement), the Holder shall receive upon exercisereceive, in addition to the Warrant Ordinary Shares, the Rights rights under such rights plan, unless, prior to such Exercise Dateany settlement of a Purchase Contract, the Rights rights have separated from the Common StockOrdinary Shares, in which case the applicable Exercise Price Settlement Rate will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock its Ordinary Shares as described in Section 4.01(cclause (3) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection planabove, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stockrights. In addition, no adjustment to the Exercise Price shall Settlement Rate need be made: (aA) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Common Stock Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock Ordinary Shares under any plan of that typeplan; (cB) upon the issuance of any shares of Common Stock Ordinary Shares or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries;; or (dC) upon the issuance of any shares of Common Stock Ordinary Shares pursuant to any option, warrant or right or other security exercisable forwarrant, right, or exercisable, exchangeable or convertible into, shares security outstanding as of Common Stock the date the Units were first issued. No adjustment to the Settlement Rate need be made for a transaction referred to in public 5.6(a)(2) or private transactions at any price deemed 5.6(a)(3) if Holders of the Units may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate by in light of the Company basis and notice on which holders of Ordinary Shares participate in its sole discretion; (e) the transaction. No adjustment to the Settlement Rate need be made for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedOrdinary Shares.

When No Adjustment Required. No adjustment in the number of Warrant Shares purchasable upon the Exercise Price shall exercise of each Warrant or in the exercise price need be made as a result ofunder this Section 9.1 in connection with: (1i) the issuance of rights Common Stock, options, rights, Warrants or other securities pursuant to the Plan; (ii) shares of Common Stock, options, rights, warrants or other securities issued pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)or its subsidiaries for the benefit of employees or directors; (2iii) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the any issuance of any shares of Common Stock or securities convertible into, or exercisable into or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any for shares of Common Stock pursuant to any present or future plan providing an underwritten public offering for a price per share of Common Stock in the reinvestment case of dividends or interest payable on securities an issuance of the Company and the investment of additional optional amounts in shares of Common Stock, or for a price per share of Common Stock under any plan initially deliverable upon conversion or exchange of such securities, that type; (c) upon is equal to or greater than 95% of the issuance Current Market Price per share of any Common Stock on the date the Company fixed the offering, conversion or exchange price of such additional shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; Stock; (div) upon the issuance of any shares sales of Common Stock pursuant to any option, warrant a plan adopted by the Company for reinvestment of dividends or right interest; or other security exercisable for, or exchangeable or convertible into, (v) shares of Common Stock in public issued to shareholders of any corporation that is acquired by, merged into or private transactions at any price deemed appropriate by made a part or subsidiary of the Company in its sole discretion; (e) an arm's-length transaction. Additionally, no adjustment need be made if the Company issues or distributes to each Holder of Warrants the shares, rights, options, warrants, evidences of indebtedness, assets or other securities referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised for the number of Warrant Shares for which Warrants are then exercisable prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares will be made for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedStock.

When No Adjustment Required. (a) No adjustment need be made for a transaction referred to in Section 11.07, 11.08, 11.09, 11.10, 11.11 or 11.19 if Securityholders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the Exercise Price shall be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect basis and notice on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment participate in the event of the expiration, termination or redemption of the Rightstransaction. No Such participation by Securityholders may include participation upon conversion provided that an adjustment shall be made at such time as the Securityholders are no longer entitled to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion;participate. (b) upon the issuance of any shares of No adjustment need be made for rights to purchase Common Stock pursuant to any present or future a Company plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type;interest. (c) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) No adjustment need be made for a change in the par value or no par value of the Common Stock;. (fd) for accumulated and unpaid dividends; orTo the extent the Securities become convertible pursuant to this Article 11 into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash. (ge) upon Upon conversion of the issuance Securities, the Holders of any such Securities will receive, to the extent that the Company delivers shares of Common Stock upon such conversion, the rights related to such Common Stock pursuant to any optionexisting or future shareholder rights plan, warrant, right whether or other security exercisable for, or exchangeable or convertible into, not such rights have separated from the Common Stock at the time of such conversion. However, there will not be any adjustment to the conversion privilege or Conversion Rate as a result of: (i) the issuance of such rights; (ii) the distribution of separate certificates representing such rights; (iii) the exercise or redemption of such rights in accordance with any rights agreement; or (iv) the termination or invalidation of such rights. (f) Notwithstanding the foregoing, if a Holder of Securities exercising its right of conversion after the distribution of rights pursuant to any rights plan in effect at the time of such conversion is not entitled to receive the rights that was outstanding would otherwise be attributable (but for the date of conversion) to the shares of Common Stock to be received upon such conversion, if any, the Conversion Rate will be adjusted as though the rights were being distributed to Holders of Common Stock on the date the Warrants were first issuedrights become separable from such stock. If such an adjustment is made and such rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment will be made to the conversion rate on an equitable basis.

When No Adjustment Required. (i) No adjustment need be made pursuant to Section 12(a) or 12(b) hereof for a transaction referred to in Section 12(a) hereof if Warrant holders participate in such transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the Exercise Price shall basis and notice on which holders of Common Stock participate in the transaction. (ii) No adjustment need be made as a result of: (1) the for any issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted securities by the Company on the Effective Date of the Plan or pursuant to the Plan, including, without limitation, those adjustments specified in subclauses (iii) and (iv) below. (iii) No adjustment need be made for warrants issued to the Arranger (as defined in that certain Revolving Credit and Guaranty Agreement dated May , 2008, as the same may from time to time be amended, modified or supplemented, by and among, the Company, certain subsidiaries of the Company, the lenders party thereto from time to time (the “RightsCredit Facility”); (2) the distribution with an exercise price of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that $0.01 pursuant to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation Fee Letter (as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment defined in the event of the expiration, termination or redemption of the Rights. Credit Facility). (iv) No adjustment shall need be made to for any issuance of options, equity or equity-based grants or other securities in connection with the Exercise Price that would reduce Company’s Management and Director Equity Incentive Program (as defined in the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made:Plan). (av) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of No adjustment need be made for rights to purchase Common Stock pursuant to any present or future a Company plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type;interest. (cvi) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) No adjustment need be made for a change in the par value or no par value of the Common Stock;. (fvii) for accumulated and unpaid dividends; orNotwithstanding any other provision of this Section 12, no adjustment to the Exercise Price shall result in zero or in a negative number. (gviii) upon To the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date extent the Warrants were first issuedbecome exercisable into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

When No Adjustment Required. No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1A) the issuance of the rights; (B) the distribution of separate certificates representing the rights; (C) the exercise or redemption of the rights in accordance with any rights agreement; or (D) the termination or invalidation of the rights, in each case, pursuant to any stockholder rights plan plans or tax asset protection plan (i.e., a poison pill) plans adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rightstime; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise the Mandatory Conversion Date, the Holder Holders shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan or tax asset protection plan, unless, prior to such Exercise the Mandatory Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price will Conversion Rate shall be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in clause (iii) of this Section 4.01(c8(a) including, including for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rightsrights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made: (aA) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by that the Company deems appropriate or in its sole discretionexchange for other securities of the Company; (bB) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (cC) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to to, or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (dD) upon the issuance of any shares of Common Stock pursuant to any option, warrant or warrant, right or other security exercisable forexercisable, or exchangeable or convertible intosecurity for, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (eE) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gF) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date the Warrants shares of Series G Preferred Stock were first issued. For purpose of this 0, “record date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

When No Adjustment Required. (i) Except as otherwise provided in this Section 8, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock. (ii) No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1A) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2B) the distribution of separate certificates representing Rightsthe rights; (3C) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4D) the termination or invalidation of Rightsthe rights, in each case, pursuant to the Corporation’s stockholder rights plan existing on the Signing Date, as amended, modified, or supplemented from time to time, or any newly adopted stockholder rights plans; provided, however, that to the extent that the Company Corporation (x) has a stockholder rights plan or tax asset protection plan in effect on an Exercise the Mandatory Conversion Date (including the Corporation’s rights plan, if any, existing on the Signing Date) or (y) had a stockholder rights plan take effect after the Signing Date that is no longer in effect on the Mandatory Conversion Date and the rights under such plan were exercised, the Holder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior to such Exercise the Mandatory Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price Conversion Rate will be adjusted at the time of separation as if the Company Corporation made a distribution to all holders of Common Stock of shares of capital stock of the Corporation or evidences of its indebtedness or its assets as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan8 (a)(iii), subject to readjustment in the event of the expiration, termination or redemption of the Rights. rights of a stockholder rights plan in effect on the Mandatory Conversion Date. (iii) No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bA) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company Corporation and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cB) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Corporation or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gC) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date Signing Date. (iv) No adjustment to the Warrants were first issuedConversion Rate need be made for a transaction referred to in Section 8 (a)(i), (ii), (iii), (iv) or (v) above if Holders may participate in the transaction that would otherwise require an adjustment on a basis and with notice that the Board of Directors or a duly authorized committee of the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. (v) No adjustment to the Conversion Rate need be made for a change in the par value of the Common Stock. (vi) No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock.

When No Adjustment Required. No adjustment of the Exercise Price shall need be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretionupon conversion of the Notes; (b) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (c) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued Options pursuant to any present or future employee, director or consultant benefit plan or program Benefit Plan of or assumed by the Company or any of its subsidiariesSubsidiaries; provided that any such issuances are made in accordance with the terms, conditions and limitations of such plans as they existed as of the date of the Original Agreement and without effect to any amendments or other modifications thereof after the date of the Original Agreement, unless previously approved by the Majority Purchasers; (d) upon any accrued and unpaid interest; (e) the issuance of any shares of Common Stock pursuant to any optionOption outstanding as of the date of the Original Agreement or issuable pursuant to any agreement set forth in Schedule 13.11(e), warrant or right or other security exercisable for, or exchangeable or convertible into, provided that such issuance of shares of Common Stock upon exercise of such Options or Convertible Securities (or under such agreements) is made pursuant to the terms of such Options or Convertible Securities (or of such agreements) in public effect on the date immediately preceding the date of the Original Agreement and the exercise, conversion or private transactions at any similar price deemed appropriate and the number of shares underlying such Option or Convertible Security (or the terms and conditions of such agreements) are not amended or changed after the date of the Original Agreement and the other material terms of such Options or Convertible Securities are not otherwise amended or changed after the date of the Original Agreement, unless previously approved by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common StockMajority Purchasers; (f) for accumulated and unpaid dividendsthe issuance of the rights pursuant to any Company stockholders rights plan (“Stockholder Rights Plan”); (g) the distribution of separate certificates representing the rights under a Stockholder Rights Plan; (h) the exercise or redemption of the rights in accordance with any rights agreement under a Stockholder Rights Plan; or (gi) the termination or invalidation of the rights under a Stockholder Rights Plan. If any event described in Section 13.10(f) through (i) occurs, the Purchasers will receive the rights under such Stockholders Rights Plan upon conversion, unless, prior to any conversion, the rights have separated from the Common Stock. If the rights have separated, the Conversion Price will be adjusted at the time of separation as provided by Section 13.4 (subject to readjustment in the event of the expiration, termination or redemption of such rights). No adjustment need be made for a transaction referred to in Sections 13.5 through 13.8 if the Purchasers may participate in the transaction (as a result of holding the Notes, and at the same time and upon the issuance same terms as holders of Common Stock participate) on a basis that the Majority Purchasers determine to be fair and appropriate (excluding any participation through exercise of any preemptive rights), and with notice of such participation to the Purchasers, in any of the events described in Sections 13.5 through 13.8 as if each Purchaser held a number of shares of Common Stock pursuant equal to any optionthe Conversion Price, warrantdivided into by the Conversion Amount of Notes held by such Purchaser, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedwithout having to convert its Notes.

When No Adjustment Required. No adjustment Host REIT has adopted a stockholders rights plan under which Host REIT issued rights to all holders Host REIT Common Stock. If each share of the Exercise Price shall be made as a result of: (1) Host REIT Common Stock issued upon exchange of the issuance of rights pursuant Exchangeable Debentures at any time prior to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at entitled to receive the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) includingright, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, then no adjustment to the Exercise Price Exchange Rate need be made as a result of the issuance of such rights pursuant to such rights plan. Upon the occurrence of an event of separation of the rights from the Host REIT Common Stock, the Exchange Ratio shall be adjusted in accordance with clause (b) above. If such an adjustment is made and the rights are later redeemed, invalidated or terminated, then a reversing adjustment shall be made. The applicable Exchange Rate will not be adjusted: (a1) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Host REIT Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company Host REIT and the investment of additional optional amounts in shares of Host REIT Common Stock under any plan of that typeplan; (c2) upon the issuance of any shares of Host REIT Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiariesHost REIT; (d3) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Host REIT Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date Series Issue Date; (4) as a result of a tender offer solely to holders of less than 100 share of Host REIT Common Stock; and (5) for the Warrants were first issuedavoidance of doubt, upon the issuance of OP Units by the Company and the issuance of Host REIT Common Stock or cash upon redemption thereof. No adjustment need be made if Holders of the Exchangeable Debentures may participate in the transaction on an “as exchanged” basis. Except as set forth in clauses (a) through (e) above, the applicable Exchange Rate shall not be subject to an adjustment in the case of the issuance of any Host REIT Common Stock or Host REIT preferred stock, or securities exchangeable into or exchangeable for Host REIT Common Stock or Host REIT preferred stock.

When No Adjustment Required. No adjustment need be made for a transaction referred to in subsections (b), (c) or (d) of this Section 4.02 if the Holders are to participate, without requiring the Warrants to be exercised, in the transaction on a basis and with notice that the Board of the Company reasonably determine to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the amount of cash into which the Warrants are exercisable. Interest will not accrue on the cash. (h) Notices to Holders. Upon any adjustment of the Warrant Number pursuant to this Section 4.02, the Company shall promptly thereafter, and in any event within ten days, (i) provide a certificate executed by the Chief Financial Officer, the Treasurer, any Assistant Treasurer, Controller or any Assistant Controller of the Company setting forth the Warrant Number and the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and (ii) cause to be given to each of the Holders at its address appearing on the Register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 4.02(h). The Holders shall be made as a result offully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate. In case: (1) the Company shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)warrants; or (2) the Company shall authorize the distribution to all holders of separate certificates representing Rightsshares of Common Stock of evidences of its indebtedness or assets (other than Cash Dividends or Dividends payable in shares of Common Stock or distributions referred to in subsection (a) of this Section 4.02); or (3) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than as a result of a subdivision or redemption combination), or a tender offer or exchange offer for shares of RightsCommon Stock; or (4) of the termination voluntary or invalidation involuntary dissolution, liquidation or winding up of Rightsthe Company; provided, however, that to the extent that or (5) the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, proposes to take any action (other than actions of the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as character described in Section 4.01(c4.02(a) includinghereof) which would require an adjustment of the Warrant Number pursuant to this Section 4.02, then the Company shall cause to be given to each Holder at its address appearing on the Register, at least 20 calendar days (or 10 calendar days in any case specified in clauses (1) or (2) above) prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (i) the purposes date as of this paragraph only, which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and assets issuable upon exercise the date as of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event which it is expected that holders of the expiration, termination or redemption record of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock shall be entitled to exchange such shares for securities or securities convertible intoother property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or exercisable winding up. The failure to give the notice required by this Section 4.02(h) or exchangeable for, Common Stock in public any defect therein shall not affect the legality or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance validity of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (c) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Companydistribution, in each case issued pursuant to any present or future employeeright, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right consolidation, merger, conveyance, transfer, dissolution, liquidation or other security exercisable forwinding up, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedvote upon any action.

When No Adjustment Required. No adjustment of the Exercise Price shall be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company Issuer and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cb) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Issuer or any of its subsidiariesSubsidiaries; (dc) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable forwarrant, right, or exercisable, exchangeable or convertible into, shares security not described in clause (b) above and outstanding as of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretiondate of this Seventeenth Supplemental Indenture; (ed) for a change in the par value or no par value of the Common Stock; (fe) for accumulated accrued and unpaid dividendsinterest; or (gf) upon if Holders are to participate in a merger or consolidation on a basis and with notice that the issuance Board of any shares Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock pursuant participate in the transaction; provided that the basis on which the Holders are to participate in the transaction shall not be deemed to be fair if it would require the conversion of Securities at any optiontime prior to the expiration of the conversion period specified for such Securities. To the extent the 2024 Notes become convertible into cash, warrant, right or other security exercisable forassets, or exchangeable or convertible into, Common Stock that was outstanding as property (other than capital stock of the date Issuer or securities to which Section 6.12 hereof applies), no adjustment shall be made thereafter as to the Warrants were first issuedcash, assets or property. Interest shall not accrue on such cash.

When No Adjustment Required. No adjustment of (i) Except as otherwise provided in this Section 9, the Exercise Floor Price shall will not be made as a result of: (1) adjusted for the issuance of rights pursuant Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares or carrying the right to purchase any stockholder rights plan of the foregoing or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes repurchase of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. Ordinary Shares. (ii) No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Floor Price shall need be made: (a) A. upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Common Stock Ordinary Shares pursuant to any present or future customary plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment investment, at market prices, of additional optional amounts in shares of Common Stock under any plan of that type;Ordinary Shares; or (c) B. upon the issuance of any shares of Common Stock Ordinary Shares or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued Ordinary Shares pursuant to any present or future employee, employee or director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries;Subsidiaries or other Affiliates; or (d) C. upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Common Stock Ordinary Shares pursuant to any option, warrant, right or other security exercisable forexercisable, or exchangeable or convertible into, Common Stock that was security issued and outstanding as of the date hereof; or D. upon the Warrants were first issuedrepurchase of any Ordinary Shares pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under Section 9(a)(iv); or E. for accrued and unpaid interest, if any. (iii) No adjustment to the Floor Price will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Ordinary Shares. (iv) Notwithstanding any other provision herein to the contrary, no adjustment shall be made (1) in respect of an event otherwise requiring an adjustment under this Section 10, except to the extent such event is actually consummated or (2) if the holder of the Series A Shares shall be entitled to receive the distribution described under Section 9(a)(i)-(iii) or participate in the event described in Section 9(a)(i)-(iv), whether on an as-converted basis (based on a Conversion Price equal to the higher of (A) a 5.0% discount to the VWAP per Ordinary Share on the Trading Day preceding the ex-date of such distribution and (B) the Floor Price) or due to becoming the record holder of the Ordinary Shares upon the conversion of the Series A Shares.

When No Adjustment Required. No adjustment of (i) Except as otherwise provided in this Section 9, the Exercise Floor Price shall will not be made as a result of: (1) adjusted for the issuance of rights pursuant Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares or carrying the right to purchase any stockholder rights plan of the foregoing or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes repurchase of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. Ordinary Shares. (ii) No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Floor Price shall need be made: (a) A. upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Common Stock Ordinary Shares pursuant to any present or future customary plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment investment, at market prices, of additional optional amounts in shares of Common Stock under any plan of that type;Ordinary Shares; or (c) B. upon the issuance of any shares of Common Stock Ordinary Shares or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued Ordinary Shares pursuant to any present or future employee, employee or director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries;Subsidiaries or other Affiliates; or (d) C. upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon the issuance of any shares of Common Stock Ordinary Shares pursuant to any option, warrant, right or other security exercisable forexercisable, or exchangeable or convertible into, Common Stock that was security issued and outstanding as of the date hereof; or D. upon the Warrants were first issuedrepurchase of any Ordinary Shares pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under Section 9(a)(iv); or E. for accrued and unpaid interest, if any. (iii) No adjustment to the Floor Price will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Ordinary Shares. (iv) Notwithstanding any other provision herein to the contrary, no adjustment shall be made (1) in respect of an event otherwise requiring an adjustment under this Section 10, except to the extent such event is actually consummated or (2) if the holder of the Series B Shares shall be entitled to receive the distribution described under Section 9(a)(i)-(iii) or participate in the event described in Section 9(a)(i)-(iv), whether on an as-converted basis (based on a Conversion Price equal to the higher of (A) a 5.0% discount to the VWAP per Ordinary Share on the Trading Day preceding the ex-date of such distribution and (B) the Floor Price) or due to becoming the record holder of the Ordinary Shares upon the conversion of the Series B Shares.

When No Adjustment Required. No adjustment of in the Exercise Price shall need be made as for a result of: (1transaction referred to in Subsections 10(a)-(g) if Warrant holders are to participate in the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., transaction on a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent basis and with notice that the Company has a stockholder rights plan or tax asset protection plan Board of Directors determines to be fair and appropriate in effect light of the basis and notice on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment participate in the event of the expiration, termination or redemption of the Rightstransaction. No adjustment shall be made to in the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment need be made for (i) rights to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of purchase Common Stock pursuant to any present or future a Company plan providing for the reinvestment of dividends or interest payable on securities of the Company interest; and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (cii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) . The Corporation shall take no action that would cause any adjustment under this Section 10 that would reduce the Exercise Price below the par value of the Common Stock. If an adjustment is made to the Exercise Price upon the issuance establishment of any shares of Common Stock pursuant a record date for a distribution subject to any optionsubsections 10(b) or 10(c) above and if such distribution is subsequently canceled, warrantthe Exercise Price then in effect shall be readjusted, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding effective as of the date when the Board of Directors determines to cancel such distribution, to the Exercise Price which would have been in effect if such record date had not been fixed. No adjustment in the Exercise Price need be made under Subsections 10(c), 10(f) and 10(g) above if the Company issues or distributes to each holder of Warrants the shares of capital stock, evidences of indebtedness, other securities of the Company or any subsidiary of the Company, assets, Rights or cash referred to in those subsections that each holder would have been entitled to receive had such Warrants been exercised prior to the happening of such event or the record date with respect thereto. To the extent the Warrants were first issuedbecome convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

When No Adjustment Required. No adjustment of the Exercise Price shall need be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretionupon conversion of the Notes; (b) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (c) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued Options pursuant to any present or future employee, director or consultant benefit plan or program Benefit Plan of or assumed by the Company or any of its subsidiariesSubsidiaries; provided that any such issuances are made in accordance with the terms, conditions and limitations of such plans as they existed as of the date hereof and without effect to any amendments or other modifications thereof after the date hereof, unless previously approved by the Majority Purchasers; (d) upon any accrued and unpaid interest; (e) the issuance of any shares of Common Stock pursuant to any optionOption outstanding as of the date hereof or issuable pursuant to any agreement set forth in Schedule 13.11(e), warrant or right or other security exercisable for, or exchangeable or convertible into, provided that such issuance of shares of Common Stock upon exercise of such Options or Convertible Securities (or under such agreements) is made pursuant to the terms of such Options or Convertible Securities (or of such agreements) in public effect on the date immediately preceding the date hereof and the exercise, conversion or private transactions at any similar price deemed appropriate and the number of shares underlying such Option or Convertible Security (or the terms and conditions of such agreements) are not amended or changed after the date hereof and the other material terms of such Options or Convertible Securities are not otherwise amended or changed after the date hereof, unless previously approved by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common StockMajority Purchasers; (f) for accumulated and unpaid dividendsthe issuance of the rights pursuant to any Company stockholders rights plan ("Stockholder Rights Plan"); (g) the distribution of separate certificates representing the rights under a Stockholder Rights Plan; (h) the exercise or redemption of the rights in accordance with any rights agreement under a Stockholder Rights Plan; or (gi) the termination or invalidation of the rights under a Stockholder Rights Plan. If any event described in Section 13.11(f) through (i) occurs, the Purchasers will receive the rights under such Stockholders Rights Plan upon conversion, unless, prior to any conversion, the rights have separated from the Common Stock. If the rights have separated, the Conversion Price will be adjusted at the time of separation as provided by Section 13.6 (subject to readjustment in the event of the expiration termination or redemption of such rights.) No adjustment need be made for a transaction referred to in Sections 13.5 through 13.9 if the Purchasers may participate in the transaction (as a result of holding the Notes, and at the same time and upon the issuance same terms as holders of Common Stock participate) on a basis that the Majority Purchasers determine to be fair and appropriate (excluding any participation through exercise of any preemptive rights), and with notice of such participation to the Purchasers, in any of the events described in Sections 13.4 through 13.9 as if each Purchaser held a number of shares of Common Stock pursuant equal to any optionthe Conversion Price, warrantdivided into by the principal amount (expressed in thousands) of Notes held by such Purchaser, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedwithout having to convert its Notes.

When No Adjustment Required. (i) Except as otherwise provided in this Section 8, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock. (ii) No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1A) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2B) the distribution of separate certificates representing Rightsthe rights; (3C) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4D) the termination or invalidation of Rightsthe rights, in each case, pursuant to the Corporation’s stockholder rights plan existing on the Signing Date, as amended, modified, or supplemented from time to time, or any newly adopted stockholder rights plans; provided, however, that to the extent that the Company Corporation (x) has a stockholder rights plan or tax asset protection plan in effect on an Exercise the Mandatory Conversion Date (including the Corporation’s rights plan, if any, existing on the Signing Date) or (y) had a stockholder rights plan take effect after the Signing Date that is no longer in effect on the Mandatory Conversion Date and the rights under such plan were exercised, the Holder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior to such Exercise the Mandatory Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price Conversion Rate will be adjusted at the time of separation as if the Company Corporation made a distribution to all holders of Common Stock of shares of capital stock of the Corporation or evidences of its indebtedness or its assets as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan8 (a)(iii), subject to readjustment in the event of the expiration, termination or redemption of the Rights. rights of a stockholder rights plan in effect on the Mandatory Conversion Date. (iii) No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bA) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company Corporation and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cB) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Corporation or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gC) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date Signing Date. (iv) No adjustment to the Warrants were first issuedConversion Rate need be made for a transaction referred to in Section 8 (a)(i), (ii), (iii), (iv) or (v) above if Holders may participate in the transaction that would otherwise require an adjustment on a basis and with notice that the Board of Directors or a duly authorized committee of the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. (v) No adjustment to the Conversion Rate need be made for a change in the par value of the Common Stock. (vi) No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock. (vii) No adjustment to the Conversion Rate need be made for the issuance of shares of Common Stock, convertible securities, warrants, or rights to acquire shares of Common Stock (whether or not such rights are issued to employees of the Corporation) in the transactions described in the Transaction Outline filed as Exhibit 99.2 to the Corporation’s Current Report on Form 8-K dated February 27, 2009, or for the issuance of the shares of Common Stock pursuant to such convertible securities, warrants or rights.

When No Adjustment Required. (i) Except as otherwise provided in this Section 13, the Exercise Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock. (ii) No adjustment of the Exercise Price shall Rate need be made as a result of: (1A) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”)rights; (2B) the distribution of separate certificates representing Rightsthe rights; (3C) the exercise or redemption of Rightsthe rights in accordance with any rights agreement; or (4D) the termination or invalidation of Rightsthe rights, in each case, pursuant to the Company’s stockholder rights plan existing on the Signing Date, as amended, modified, or supplemented from time to time, or any newly adopted stockholder rights plans; provided, however, that to the extent that the Company (x) has a stockholder rights plan or tax asset protection plan in effect on an the date on which this Warrant is exercised (including the Company’s rights plan, if any, existing on the Signing Date) or (y) had a stockholder rights plan take effect after the Signing Date but prior to the Initial Exercise DateDate that is no longer in effect on the date on which this Warrant is exercised and the rights under such plan were exercised, the Holder Warrantholder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior to such Exercise Datethe date on which this Warrant is exercised, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price will Warrantholder shall be adjusted entitled to receive the rights under such rights plan in accordance with Section 14 upon exercise of this Warrant as if at the time of separation as if the Company made a distribution of such rights to all holders of Common Stock as described in Section 4.01(c) including, for Stock. In the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights event that the Company proposes to distribute rights under a any stockholder rights plan or tax asset protection planafter the Initial Exercise Date, subject the Company shall give notice to readjustment the Warrantholder, in the event of the expiration, termination or redemption of the Rights. manner set forth in Section 13(h). (iii) No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bA) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cB) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gC) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date Signing Date. (iv) No adjustment to the Warrants were first issuedExercise Rate need be made for a change in the par value of the Common Stock. (v) No adjustment to the Exercise Rate need be made for the issuance of shares of Common Stock, convertible securities, warrants, or rights to acquire shares of Common Stock (whether or not such rights are issued to employees of the Company) in the transactions described in the Transaction Outline filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated February 27, 2009 (the “Transaction Outline”), or for the issuance of the shares of Common Stock pursuant to such convertible securities, warrants or rights.

When No Adjustment Required. No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1A) the issuance of the rights; (B) the distribution of separate certificates representing the rights; (C) the exercise or redemption of the rights in accordance with any rights agreement; or (D) the termination or invalidation of the rights, in each case, pursuant to any stockholder rights plan plans or tax asset protection plan (i.e., a poison pill) plans adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rightstime; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise the Mandatory Conversion Date, the Holder Holders shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan or tax asset protection plan, unless, prior to such Exercise the Mandatory Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price will Conversion Rate shall be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in clause (iii) of this Section 4.01(c11(a) including, including for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rightsrights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made: (aA) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by that the Company deems appropriate or in its sole discretionexchange for other securities of the Company; (bB) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (cC) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to to, or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (dD) upon the issuance of any shares of Common Stock pursuant to any option, warrant or warrant, right or other security exercisable forexercisable, or exchangeable or convertible intosecurity for, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (eE) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gF) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date the Warrants shares of Series G Preferred Stock were first issued. For purpose of this Section 11, “record date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

When No Adjustment Required. No adjustment of the Exercise Price shall need be made to the Base Conversion Rate as a result of: : (1a) the issuance of the rights pursuant to any stockholder the Company’s adoption of a stockholders rights plan or tax asset protection plan that provides that each share of Common Stock issued upon conversion of the Securities at any time prior to the distribution of separate certificates representing rights will be entitled to receive the right (i.e., a poison pill) adopted by the Company from time to time (“RightsStockholder Rights Plan”); ; (2b) the distribution of separate certificates representing Rights; the rights under a Stockholder Rights Plan; (3c) the exercise or redemption of Rights; or the rights in accordance with any rights agreement under a Stockholder Rights Plan; (4d) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretionStockholder Rights Plan; (be) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cf) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiariesSubsidiaries; (dg) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (fh) for accumulated any accrued and unpaid dividendsinterest (including Additional Interest), Additional Payment or any Extension Fee; or (gi) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date the Warrants Securities were first issued. If any event described in Section 10.12(a) through (d) occurs, Holders will receive the rights upon conversion, unless, prior to any conversion, the rights have separated from the Common Stock. If the rights have separated, the Base Conversion Rate will be adjusted at the time of separation as provided by this Indenture (subject to readjustment in the event of the expiration, termination or redemption of such rights). Notwithstanding the foregoing, no adjustment need be made to the Base Conversion Rate pursuant to Section 10.06, 10.07, 10.08, 10.09 or 10.10 if Holders participate (as a result of holding Securities, and at the same time as Common Stock holders participate), subject to notice of such participation to Holders, in the transaction that would otherwise trigger the applicable adjustment, as if such Holders held a number of shares of Common Stock equal to the then applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holders, without having to convert. No adjustment need be made if the Common Stock to be issued upon conversion will actually receive the consideration provided in, or be subject to, the transaction that would otherwise trigger the adjustment. Except as specifically described in this Article 10, the Base Conversion Rate will not be subject to adjustment in the case of the issuance of any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, or the right, option or warrant to purchase shares of Common Stock, or such convertible or exchangeable securities.

When No Adjustment Required. No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1A) the issuance of the rights; (B) the distribution of separate certificates representing the rights; (C) the exercise or redemption of the rights in accordance with any rights agreement; or (D) the termination or invalidation of the rights, in each case, pursuant to any stockholder rights plan plans or tax asset protection plan (i.e., a poison pill) plans adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rightstime; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise the Mandatory Conversion Date, the Holder Holders shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan or tax asset protection plan, unless, prior to such Exercise the Mandatory Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price will Conversion Rate shall be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in clause (iii) of this Section 4.01(c8(a) including, including for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rightsrights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall Conversion Rate need be made:: A-16 (NY) 07865/002/TARP/2010/Series.G.COD.doc (aA) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by that the Company deems appropriate or in its sole discretionexchange for other securities of the Company; (bB) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (cC) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to to, or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (dD) upon the issuance of any shares of Common Stock pursuant to any option, warrant or warrant, right or other security exercisable forexercisable, or exchangeable or convertible intosecurity for, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (eE) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gF) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date the Warrants shares of Series G Preferred Stock were first issued.

When No Adjustment Required. No adjustment of the Exercise Price shall need be made as a result of: : (1a) the issuance of the rights pursuant to any stockholder a stockholders rights plan or tax asset protection plan (i.e., a poison pill) adopted by of the Company from that provides that each share of Common Stock issued upon conversion of the Notes at any time prior to time the distribution of separate certificates representing rights will be entitled to receive the right (a “RightsStockholder Rights Plan”); ; (2b) the distribution of separate certificates representing Rights; the rights under the Stockholder Rights Plan; (3c) the exercise or redemption of Rights; or the rights in accordance with the Stockholder Rights Plan; (4d) the termination or invalidation of Rights; provided, however, that to the extent that rights under the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Stockholder Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretionPlan; (be) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cf) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiariesSubsidiaries; (dg) upon the issuance ordinary course of any shares of Common Stock business stock repurchases, including structured or derivative transactions, pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate a stock repurchase program approved by the Company Board of Directors (but, for the avoidance of doubt, excluding transactions described in its sole discretionSection 4.10); (eh) for a change in the par value or no par value of the Common Stock; (f) for accumulated any accrued and unpaid dividendsinterest (including Additional Interest); or (gi) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date Issue Date. If any event described in Section 4.12(a) through (d) occurs, Holders will receive the Warrants were first issuedrights upon conversion, unless, prior to any conversion, the rights have separated from the Common Stock. If the rights have separated, the Conversion Rate will be adjusted at the time of separation as provided by Section 4.08 (subject to readjustment in the event of the expiration, termination or redemption of such rights). Notwithstanding the foregoing, no adjustment need be made to the Conversion Rate pursuant to Section 4.06, 4.07, 4.08, 4.09 or 4.10 if Holders participate (as a result of holding Notes, and at the same time as Common Stock holders participate), subject to notice of such participation to Holders, in the transaction that would otherwise trigger the applicable adjustment, as if such Holders held a number of shares of Common Stock equal to the then applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders, without having to convert. No adjustment need be made if the Common Stock to be issued upon conversion will actually receive the consideration provided in, or be subject to, the transaction that would otherwise trigger the adjustment. No adjustment need be made for a change in the par value or no par value of the shares of Common Stock.

When No Adjustment Required. No adjustment of in the Exercise Price shall will be made required under this Section 9 for (i) issuances to satisfy the Company's obligations to TdF in connection with the pre-emptive rights granted to TdF under the Governance Agreement, dated as a result of: (1) of August 21, 1998, among the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e.Company, a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; providedTdF and certain subsidiaries thereof, however, that except to the extent that the Company has a stockholder rights plan or tax asset protection plan an adjustment was made in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon connection with the issuance of any shares that triggered the pre-emptive rights, (ii) issuances of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by Rights to Persons who are not Affiliates of the Company as consideration for the acquisition of stock or assets to be used in its sole discretion; the principal business of the Company or any ancillary or related business, (biii) upon the issuance of any shares of rights to purchase Common Stock pursuant to any present or future a Company plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under interest, (iv) any plan of that type; (c) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; , and in no event shall any adjustment be made under this Section 9 that would reduce the Exercise Price below the par value of the Common Stock, (fv) for accumulated Common Stock issued to the Company's employees under bona fide employee benefit plans adopted by the Board of Directors and unpaid dividends; or approved by the holders of Common Stock when required by law, (gvi) upon Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (vii) Common Stock issued to acquire, or in the acquisition of, all or any portion of a business as a going concern, in an arm's-length transaction between the Company and an unaffiliated third party, whether such acquisition shall be effected by purchase of assets, exchange of securities, merger, consolidation or otherwise, or (viii) the exercise of Warrants or the conversion or exchange of securities convertible or exchangeable into Common Stock, the issuance of any shares which was otherwise covered by this Section 9. If an adjustment is made to the Exercise Price upon the establishment of Common Stock pursuant a record date for a distribution subject to any optionthis Section 9 and if such distribution is subsequently cancelled, warrantthe Exercise Price then in effect shall be readjusted, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding effective as of the date when the Board of Directors of the Company determines to cancel such distribution, to the Exercise Price that would have been in effect if such record date had not been fixed. No adjustment in the Exercise Price need be made under this Section 9 if the Company issues or distributes to each Holder of Warrants the shares of Common Stock, evidences of indebtedness, assets or Rights referred to in this Section 9 that each Holder would have been entitled to receive had the Warrants were first issuedbeen exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a transaction referred to in Sections 9(a), (b), (c), (d), (e) and (f) hereof, if Warrant Holders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

When No Adjustment Required. No adjustment need be made for a transaction referred to in this Section 11 hereof, if holders of Warrants are to participate in the transaction on a basis (and with notice) that the Board of Directors determines to be fair and appropriate in light of the Exercise Price shall basis (and notice) on which holders of Common Stock participate in the transaction. No adjustment need be made for (i) rights to purchase Common Stock pursuant to employee stock incentive plans so long as a result of: the exercise price with respect to such rights is equal to the Fair Value of the underlying Common Stock on the date of issuance of such rights, and so long as such rights granted under such plans, in the aggregate, do not exceed 5% of the Fully Diluted Number of shares of Common Stock, (1ii) the issuance of rights Common Stock or other Common Stock Equivalents upon the exercise of any Warrants issued pursuant to any stockholder rights plan this Agreement or tax asset protection plan pursuant to the Second Warrant Agreement dated as of the Closing Date (i.e., a poison pillthe "Other Warrant Agreement") adopted by and among the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to and the Warrant Shares, the Rights under such rights plan, unless, prior Agent with respect to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares Warrants (the "Other Warrants") in connection with certain investors, purchase of the Company's Series B Preferred Stock, (iii) Common Stock or Common Stock Equivalents issued in a firm commitment underwritten public offering at a price per share in excess of the Closing Date Price, (iv) issuance of Common Stock or securities convertible intoCommon Stock Equivalents pursuant to an acquisition, merger or similar transaction in an arms- length negotiation with a non-Affiliate at a price per share in excess of the Closing Date Price, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bv) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; (c) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (g) upon . To the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date extent the Warrants were first issuedbecome convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on any cash amounts relating to adjustments hereunder.

When No Adjustment Required. (i) Except as otherwise provided in this Section 9, the applicable Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (ii) No adjustment of the Exercise Price shall Conversion Rate need be made as a result of: (1) of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rightsplans; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise a Conversion Date, the Holder shall receive upon exercisereceive, in addition to the Warrant Sharesshares of Common Stock, the Rights rights under such rights plan, unless, prior to any such Exercise Conversion Date, the Rights rights have separated from the Common Stock, in which case the applicable Exercise Price Conversion Rate will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock of shares of capital stock of the Company or evidences of its indebtedness or its assets (including, for the avoidance of doubt, rights or warrants issued by it) as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan9(a)(iii), subject to (x) readjustment for only that portion of such rights or warrants which expire or terminate or (y) readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment such rights or warrants, except that any such readjustment shall be made to calculated net of the Exercise Price that would reduce aggregate value of the Exercise Price below the par value per share of Common Stock. In addition, no consideration payable in connection with any such redemption. (iii) No adjustment to the Exercise Price shall Conversion Rate need be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (bA) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan in which purchases are made at market prices on the date or dates of that typepurchase, without discount, and whether or not the Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (cB) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common Stock; (f) for accumulated and unpaid dividends; or (gC) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of March 1, 2009; or (D) for a change in the date par value of the Warrants were first issuedCommon Stock. (iv) No adjustment to the Conversion Rate need be made for a transaction referred to in Section 9(a), if the Holder, as a result of holding the Convertible Preferred Stock and without having to convert the Convertible Preferred Stock, receives the cash, securities, assets, property or other benefits in such transaction on the same basis and at the same time as if such Holder held the full number of shares of Common Stock into which its shares of Convertible Preferred Stock may then be converted. (v) No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock.

When No Adjustment Required. No adjustment of the Exercise Price shall need be made as a result of: : (1a) the issuance of the rights pursuant to any stockholder a stockholders rights plan or tax asset protection plan (i.e., a poison pill) adopted by of the Company from that provides that each share of Common Stock issued upon conversion of the Notes at any time prior to time the distribution of separate certificates representing rights will be entitled to receive the right (a “RightsStockholder Rights Plan”); ; (2b) the distribution of separate certificates representing Rights; the rights under the Stockholder Rights Plan; (3c) the exercise or redemption of Rights; or the rights in accordance with the Stockholder Rights Plan; (4d) the termination or invalidation of Rights; provided, however, that to the extent that rights under the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Stockholder Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretionPlan; (be) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (cf) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiariesSubsidiaries; (dg) upon the issuance ordinary course of any shares of Common Stock business stock repurchases, including structured or derivative transactions, pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate a stock repurchase program approved by the Company Board of Directors (but, for the avoidance of doubt, excluding transactions described in its sole discretionSection 4.10); (eh) for a change in the par value or no par value of the Common Stock; (f) for accumulated any accrued and unpaid dividendsinterest (including Additional Interest); or (gi) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable forright, or exercisable, exchangeable or convertible into, Common Stock that was security outstanding as of the date Issue Date. If any event described in Section 4.12(a) through (d) occurs, Holders will receive the Warrants were first issuedrights upon conversion, unless, prior to any conversion, the rights have separated from the Common Stock. If the rights have separated, the Conversion Rate will be adjusted at the time of separation as provided by Section 4.08 (subject to readjustment in the event of the expiration, termination or redemption of such rights). Notwithstanding the foregoing, no adjustment need be made to the Conversion Rate pursuant to Section 4.06, 4.07, 4.08, 4.09 or 4.10 if Holders participate (as a result of holding Notes, and at the same time as holders of Common Stock participate), subject to notice of such participation to Holders, in the transaction that would otherwise trigger the applicable adjustment, as if such Holders held a number of shares of Common Stock equal to the then applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders, without having to convert. No adjustment need be made if the Common Stock to be issued upon conversion will actually receive the consideration provided in, or be subject to, the transaction that would otherwise trigger the adjustment. No adjustment need be made for a change in the par value or no par value of the shares of Common Stock.

When No Adjustment Required. No adjustment of the Exercise Price shall need be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretionupon conversion of the Notes; (b) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that typeplan; (c) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued Options pursuant to any present or future employee, director or consultant benefit plan or program Benefit Plan of or assumed by the Company or any of its subsidiariesSubsidiaries; provided that any such issuances are made in accordance with the terms, conditions and limitations of such plans as they existed as of the date of the Original Agreement and without effect to any amendments or other modifications thereof after the date of the Original Agreement, unless previously approved by the Majority Purchasers; (d) upon any accrued and unpaid interest; (e) the issuance of any shares of Common Stock pursuant to any optionOption outstanding as of the date of the Original Agreement or issuable pursuant to any agreement set forth in Schedule 13.11(e), warrant or right or other security exercisable for, or exchangeable or convertible into, provided that such issuance of shares of Common Stock upon exercise of such Options or Convertible Securities (or under such agreements) is made pursuant to the terms of such Options or Convertible Securities (or of such agreements) in public effect on the date immediately preceding the date of the Original Agreement and the exercise, conversion or private transactions at any similar price deemed appropriate and the number of shares underlying such Option or Convertible Security (or the terms and conditions of such agreements) are not amended or changed after the date of the Original Agreement and the other material terms of such Options or Convertible Securities are not otherwise amended or changed after the date of the Original Agreement, unless previously approved by the Company in its sole discretion; (e) for a change in the par value or no par value of the Common StockMajority Purchasers; (f) for accumulated and unpaid dividendsthe issuance of the rights pursuant to any Company stockholders rights plan ("Stockholder Rights Plan"); (g) the distribution of separate certificates representing the rights under a Stockholder Rights Plan; (h) the exercise or redemption of the rights in accordance with any rights agreement under a Stockholder Rights Plan; or (gi) the termination or invalidation of the rights under a Stockholder Rights Plan. If any event described in Section 13.10(f) through (i) occurs, the Purchasers will receive the rights under such Stockholders Rights Plan upon conversion, unless, prior to any conversion, the rights have separated from the Common Stock. If the rights have separated, the Conversion Price will be adjusted at the time of separation as provided by Section 13.4 (subject to readjustment in the event of the expiration, termination or redemption of such rights). No adjustment need be made for a transaction referred to in Sections 13.5 through 13.8 if the Purchasers may participate in the transaction (as a result of holding the Notes, and at the same time and upon the issuance same terms as holders of Common Stock participate) on a basis that the Majority Purchasers determine to be fair and appropriate (excluding any participation through exercise of any preemptive rights), and with notice of such participation to the Purchasers, in any of the events described in Sections 13.5 through 13.8 as if each Purchaser held a number of shares of Common Stock pursuant equal to any optionthe Conversion Price, warrantdivided into by the Conversion Amount of Notes held by such Purchaser, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedwithout having to convert its Notes.

When No Adjustment Required. No With respect to the Certificates of any Holder, no adjustment need be made for a transaction referred to in Section 4.02, 4.03, 4.04, 4.05, 4.06 or 4.07 hereof, if such Holder is to participate (without being required to exercise its Certificates) in the transaction on the same basis and with notice that the Board of Directors, determines to be fair and appropriate in light of the Exercise Price shall be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect basis and notice on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Class A Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment participate in the event of the expiration, termination or redemption of the Rightstransaction. No adjustment shall need be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: for (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of rights to purchase Class A Common Stock pursuant to any present or future a Company plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan of that type; or (cb) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) for a change in the par value or no par value of the Class A Common Stock; . To the extent the Certificates became convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash. Without limiting any other exception contained in this Article IV, and in addition thereto, no adjustment will be made for: (fi) for accumulated and unpaid dividends; or (g) upon the issuance exercises or conversions of any rights, warrants, options, or convertible securities outstanding on the date hereof; (ii) Class A Common Stock issued to the Company's directors, employees or consultants (or directors, employees or consultants of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Class A Common Stock when required by law, if such Class A Common Stock would otherwise be covered by this Article IV (but only to the extent that the aggregate number of shares excluded by this Article IV and issued after the date of this Agreement shall not exceed 10% of the Class A Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder); or (iii) Class A Common Stock issued in a bona fide private placement through a placement agent which is a member firm of the National Association of Securities Dealers, Inc. (except to the extent that any discount from the current market price attributable to restrictions on transferability of the Class A Common Stock, as determined in good faith by the Board of Directors and described in a Board resolution, shall exceed 10%), (iv) issuances of rights, warrants, options or convertible securities as compensation in lieu of cash in connection with any financing transaction including commercial bank facilities, bridge financing commitments or arrangements or other issuances of primary debt obligations or securities or (v) shares of Class A Common Stock issued pursuant to the most-favored-nation or similar clause in any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issuedAffiliation Agreement.

When No Adjustment Required. (i) No adjustment need be made for a transaction referred to in subsections (a), (b), (c) or (d) of this Section 12.4 if Holders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the Exercise Price shall be made as a result of: (1) the issuance of rights pursuant to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time (“Rights”); (2) the distribution of separate certificates representing Rights; (3) the exercise or redemption of Rights; or (4) the termination or invalidation of Rights; provided, however, that to the extent that the Company has a stockholder rights plan or tax asset protection plan in effect basis and notice on an Exercise Date, the Holder shall receive upon exercise, in addition to the Warrant Shares, the Rights under such rights plan, unless, prior to such Exercise Date, the Rights have separated from the Common Stock, in which case the applicable Exercise Price will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in Section 4.01(c) including, for the purposes of this paragraph only, shares of Common Stock and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights. No adjustment shall be made to the Exercise Price that would reduce the Exercise Price below the par value per share of Common Stock. In addition, no adjustment to the Exercise Price shall be made: (a) upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (b) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and participate in the investment of additional optional amounts in shares of Common Stock under any plan of that type;transaction. (cii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (d) upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion; (e) No adjustment need be made for a change in the par value, or from par value to no par value, or from no par value to par value, of the Common Stock;Stock of the Company. (fiii) for accumulated No adjustment need to be made in respect of (x) the issuance of the Senior Note Contingent Warrants and unpaid dividends; orOld Convertible Note Contingent Warrants or the exercise of any such Warrants. (giv) upon No adjustment need to be made in respect of the issuance of any Additional Warrants (as defined in the Old Convertible Note Indenture) or convertible securities pursuant to Section 4.15 of the Old Convertible Note Indenture or the exercise of such Additional Warrants or the conversion of such convertible securities. (v) No adjustment need be made in respect of (x) any adjustment in the warrant exercise price of the warrants issued pursuant to the 1996 Warrant Agreement as contemplated by such 1996 Warrant Agreement or (y) any adjustment in the warrant exercise price of the Additional Warrants as contemplated thereby. (vi) No adjustment need be made in respect of (1) the exercise of the warrants issued pursuant to the 1997 Warrant Agreement, as contemplated by the 1997 Warrant Agreement; (2) the exercise of warrants issued pursuant to the Consent Warrant Agreement, as contemplated by the Consent Warrant Agreement; (3) the conversion of shares of Common Stock the Company's 9.0% Cumulative Convertible Pay-In-Kind Preferred Stock, Series A; and (4) any adjustment of the warrant exercise price of the warrants issued pursuant to the 1997 Warrant Agreement or the warrants issued pursuant to the Consent Warrant Agreement in accordance with their respective terms or any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as adjustment in the conversion price of the date Old Convertible Notes in accordance with the Warrants were first issuedterms of the Old Convertible Note Indenture.