Common use of Adjustment for Certain Dividends and Distributions Clause in Contracts

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event event: (1) the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; PROVIDED, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection SECTION 4.D as of the time of actual payment of such dividends or distributions; and and (b2) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date time of such eventissuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) , the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock Price, as the case may be, then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Preferred Stock the Note simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all the outstanding shares balance of Preferred Stock this Note had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection Section as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Exercise Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock Warrant Holders simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock Warrant Shares as they would have received if all outstanding shares of Preferred Stock Warrants had been converted exercised into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; . Simultaneously with any adjustment to the Purchase Price pursuant to Sections 2(a) and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to 2(b), the number of shares Warrant Shares which may be purchased upon exercise of Common Stock as they would have received if all outstanding shares this Warrant shall be increased or decreased proportionately, so that after such adjustment, the aggregate amount of Preferred Stock had been converted into Common Stock on the date adjusted Purchase Price multiplied by the aggregate adjusted amount of such eventWarrant Shares shall equal the aggregate amount of the unadjusted Purchase Price multiplied by the aggregate unadjusted amount of Warrant Shares.

Adjustment for Certain Dividends and Distributions. In the ------------------------------------ ------------- event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date for the Warrants shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, issue a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Exercise Price of each series of Preferred Stock for the Warrants then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock for the Warrants then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) -------- however, if such record date shall have been fixed and such dividend is not ------- fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock the Warrants shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price for the Warrants shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment . The number of Warrant Shares issuable upon the exercise of the Warrants shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares issuable upon the exercise of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of Warrants immediately prior to such eventadjustment and dividing the product so obtained by the adjusted Exercise Price.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Warrant Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Warrant Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Warrant Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Warrant Price shall be adjusted pursuant to this subsection Section 8(e) as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Preferred Stock Warrantholder simultaneously receive receives a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they the Warrantholder would have received if all outstanding shares of Preferred Stock the Warrant had been converted into Common Stock exercised on the date of such event.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of (x) Common StockStock or any other stock or securities into which such Common Stock shall have been exchanged, without a corresponding dividend on or (y) any shares of Preferred Stockother stock or securities convertible into or exchangeable for such Common Stock or such other stock or securities, then and in each such event event (1) the Conversion Warrant Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of the issuance of such issuance additional shares or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Warrant Exercise Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; PROVIDED, (a) HOWEVER, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Warrant Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion the Warrant Exercise Price shall be adjusted pursuant to this subsection Section 3(c) as of the time of actual payment of such dividends or distributions; and and (b2) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date time of such eventissuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Warrant Exercise Price.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation at any time Company makes or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event (i) the Conversion Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding , and (ii) the foregoingnumber of shares of Common Stock issuable upon exercise of this Warrant at such time shall be increased as of the time of such issuance, or in the event such record date is fixed, as of the close of business on such record date, by multiplying the number of shares issuable upon any exercise of this Warrant by a fraction (a1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series and the number of Preferred shares of Common Stock issuable upon any exercise of this Warrant shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection section as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Initial Issuance Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Series A Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of New Common Stock entitled to receive, a dividend or other distribution payable on the is additional New Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of each series of Preferred Stock or Series B Conversion Price, as applicable, then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock or Series B Conversion Price, as applicable, then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of New Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of New Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of New Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock or Series B Conversion Price, as applicable, shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price or Series B Conversion Price, as applicable, shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided, further, however, that no such adjustment shall be made if the holders of Designated Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of New Common Stock in a number equal to the number of shares of New Common Stock as they would have received if all outstanding shares of Designated Preferred Stock had been converted into New Common Stock on the date of such event or (ii) a dividend or other distribution of Designated Preferred Stock which is convertible, as of the date of such event, into such number of shares of New Common Stock as is equal to the number of additional shares of New Common Stock being issued with respect to each share of New Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Class A Common Stock entitled to receive, a dividend or other distribution payable on the Class A Common Stock in additional shares of Class A Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the such Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Class A Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2b) the denominator of which shall be the total number of shares of Class A Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Class A Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, : (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the such Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion Price shall be adjusted pursuant to this subsection Section 4.5 as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive (A) a dividend or other distribution of shares of Class A Common Stock in a number equal to the number of shares of Class A Common Stock as that they would have received if all outstanding shares of Series A Preferred Stock had been converted into Class A Common Stock on the date of such event or (B) a dividend or other distribution of shares of Series A Preferred Stock which are convertible, as of the date of such event, into such number of shares of Class A Common Stock as is equal to the number of shares of Class A Common Stock that they would have received if all outstanding shares of Series A Preferred Stock had been converted into Class A Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date for the Warrants shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, issue a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Exercise Price of each series of Preferred Stock for the Warrants then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock for the Warrants then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock the Warrants shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price for the Warrants shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment . The number of Warrant Shares issuable upon the exercise of the Warrants shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares issuable upon the exercise of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of Warrants immediately prior to such eventadjustment and dividing the product so obtained by the adjusted Exercise Price.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased (and the number of Warrant Shares shall be proportionately adjusted) as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction:: 1 Bracketed language to be included in Warrant of SF Capital. (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time after the Series A-2 Original Issue Date Issuance Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stockthen, then and in each such event event, the Series A Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect for such series by a fraction: (1) i. the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) ii. the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date date, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each such series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such thereafter, the Series A Conversion Price shall be adjusted pursuant to this subsection Section A.5.f as of the time of actual payment of such dividends or distributions; distributions and (b) that no such adjustment shall be made if the holders of such Series A Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of such Series A Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event If the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make for a series of Preferred Stock makes or issueissues, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each for such series of Preferred Stock in effect immediately before such the event shall will be decreased as of the time of such issuance or, in the event such a record date shall have has been fixed, as of the close of business on such record date, by multiplying the such Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such the issuance or the close of business on such the record date, and (2b) the denominator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to before the time of such issuance or the close of business on such the record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (ai) if such record date shall has have been fixed and such the dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the such Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection Section 3.5 as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of such series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as that they would have received if all outstanding shares of such series of Preferred Stock had been converted into Common Stock on the date of such the event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of for the Series F Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of for the Series F Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date date, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of the Series F Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price for the Series F Preferred Stock shall be adjusted pursuant to this subsection paragraph 3(f) as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Termination Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Series A Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Series A Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time on or after the Series A-2 Original Issue Date for the Series A Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Series A Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 B Convertible Preferred Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Preferred Conversion Price (in the case of each series the Series A Preferred Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock Stock) in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Preferred Conversion Price (in the case of such series the Series A Preferred Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock Stock) then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, andand [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Preferred Conversion Price for each series (in the case of the Series A Preferred Stock Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock) shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock) shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Convertible Preferred Stock simultaneously receive a dividend or other distribution of shares of Series A Common Stock in a number equal to the number of shares of Series A Common Stock as they would have received if all outstanding shares of Convertible Preferred Stock had been converted into Series A Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Initial Issuance Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series B Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series B Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series B Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series B Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Series B Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series B Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Series B Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date for the Warrants shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Exercise Price of each series of Preferred Stock for the Warrants then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock for the Warrants then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock the Warrants shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price for the Warrants shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 B Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the each Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the each Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of such series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of such series of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockOrdinary Shares, then and in each such event event: (i) the Series A Conversion Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2) the denominator of which shall be the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date date, plus the number of shares of Common Stock Ordinary Shares issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price shall be adjusted pursuant to this subsection Article 16(h)(i) as of the time of actual payment of such dividends or distributions; and (ii) the Series B Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event such a record date is fixed, as of the close of business on such record date, by multiplying the Series B Conversion Price then in effect by a fraction (1) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance on the close of business on such record date, and (b2) that no such adjustment the denominator of which shall be made if the holders total number of Preferred Stock simultaneously receive a dividend or other distribution Ordinary Shares issued and outstanding immediately prior to the time of shares such issuance on the close of Common Stock in a number equal to business on such record date, plus the number of shares Ordinary Shares issuable in payment of Common Stock as they would have received such dividend or distribution; provided, however, that if all outstanding shares of Preferred Stock had been converted into Common Stock such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series B Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series B Conversion Price shall be adjusted pursuant to this Article 16(h)(ii) as of the time of actual payment of such eventdividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock (or Other Securities) entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockStock (or Other Securities), then and in each such event the Conversion Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock (or Other Securities) issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock (or Other Securities) issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock (or Other Securities) issuable in payment of such dividend or distribution. Notwithstanding the foregoing; PROVIDED, (a) HOWEVER, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection clause as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 B Convertible Preferred Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Preferred Conversion Price (in the case of each series the Series A Preferred Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock Stock) in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Preferred Conversion Price (in the case of such series the Series A Preferred Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock Stock) then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Preferred Conversion Price for each series (in the case of the Series A Preferred Stock Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock) shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock) shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Convertible Preferred Stock simultaneously receive a dividend or other distribution of shares of Series A Common Stock in a number equal to the number of shares of Series A Common Stock as they would have received if all outstanding shares of Convertible Preferred Stock had been converted into Series A Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In If the event Company, prior to the Corporation at any time or from time to time after end of the Series A-2 Original Issue Date Share Subscription Period, shall make or issue, or fix a record date for the determination of holders of Common Stock its ordinary shares entitled to receive, a dividend or other distribution to the shareholders payable on in ordinary shares in the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockCompany, then and in each such event the Conversion Warrant Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Warrant Exercise Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of ordinary shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of ordinary shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of ordinary shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding ; and the foregoingnumber of shares issuable upon exercise of such Warrant shall be multiplied by the inverse of such fraction; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Warrant Exercise Price for each series and the issuable number of Preferred Stock shares shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Warrant Exercise Price and the issuable number of shares shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; , if any, and (bii) that no such adjustment distribution or dividend shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number extent that the consequent adjustment under this Section 2.6 would be unlawful (including pursuant to section 549 of shares the Companies Act) and/or would be subject to pre-emption rights (including pursuant to section 561 of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such eventCompanies Act).

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each applicable to a series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of for such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the applicable Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Corporation, at any time or from time to time after the Series A-2 Original Issue Date shall make time, makes or issue, issues or fix fixes a record date for the determination of holders of Common shares of the Series A Preferred Stock entitled to receive, receive a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of such Series A Preferred Stock, then and in each such event the Conversion Redemption Price of each series of for the Series A Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance issuances or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Redemption Price of such series of for the Series A Preferred Stock then in effect by a fraction: fraction (1a) the numerator of which shall be is the total number of shares of Common Series A Preferred Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2b) the denominator of which shall be the total number of shares of Common the Series A Preferred Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Series A Preferred Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Redemption Price for each series of the Series A Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Redemption Price for the Series A Preferred Stock shall be adjusted pursuant to this subsection Section 4.7 as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date date hereof shall make or issuepay a dividend payable in Common Stock of the Company, or fix otherwise make a record date for the determination of holders distribution of Common Stock entitled to receiveits stockholders, a then the Exercise Price shall be adjusted, from and after the record date of such dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time date of such issuance ordistribution, in the event such a record date shall have been fixed, as of the close of business on such record date, to that price determined by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction:, (1i) the numerator of which shall be the total number of shares of Common Stock capital stock issued and outstanding or deemed to be issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock capital stock issued and outstanding or deemed to be issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoingcapital stock to be issued; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection Section 4(b) as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal distribution. Client shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock as they would have received if all outstanding (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Preferred Stock had been converted into Common Stock on issuable upon the date of exercise hereof immediately prior to such eventadjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

Adjustment for Certain Dividends and Distributions. In If the event Company, prior to the Corporation at any time Shareholder Approval Date, or from time following Shareholder Approval and prior to time after the Series A-2 Original Issue Date end of the Share Subscription Period, shall make or issue, or fix a record date for the determination of holders of Common Stock its ordinary shares entitled to receive, a dividend or other distribution to the shareholders payable on in ordinary shares in the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockCompany, then and in each such event the Conversion Warrant Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Warrant Exercise Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of ordinary shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of ordinary shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of ordinary shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding ; and the foregoingnumber of shares issuable upon exercise of such Warrant shall be multiplied by the inverse of such fraction; provided, however, that (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Warrant Exercise Price for each series and the number of Preferred Stock issuable shares shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Warrant Exercise Price and the number of issuable shares shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions, if any; and (bii) that no such adjustment distribution or dividend shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they extent that the consequent adjustment under this Section 2.7 would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such eventbe unlawful (including pursuant to s549 Companies Act 2006) and/or would be subject to pre-emption rights (including pursuant to s561 Companies Act 2006).

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 C Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series C Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series C Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series C Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series C Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series C Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series C Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes, a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockOrdinary Shares, then and in each such event event: (i) the Series A Conversion Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2) the denominator of which shall be the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date date, plus the number mumber of shares of Common Stock Ordinary Shares issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price shall be adjusted pursuant to this subsection Article 16(i)(i) as of the time of actual payment of such dividends or distributions; and (ii) the Series B Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event such a record date is fixed, as of the close of business on such record date, by multiplying the Series B Conversion Price then in effect by a fraction (1) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance on the close of business on such record date, and (b2) that no such adjustment the denominator of which shall be made if the holders total number of Preferred Stock simultaneously receive a dividend or other distribution Ordinary Shares issued and outstanding immediately prior to the time of shares such issuance on the close of Common Stock in a number equal to business on such record date, plus the number of Ordinary shares issuable in payment of Common Stock as they would have received such dividend or distribution; provided, however, that if all outstanding shares of Preferred Stock had been converted into Common Stock such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series B Conversion Price shall be adjusted pursuant to this Article 16(i)(ii) as of the time of actual payment of such eventdividends or distributions. (iii) the series C Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event such a record date is fixed, as of the close of business on such record date, by multiplying the Series C Conversion Price then in effect by a fraction (1) the numerator of which is the total number of Ordinary shares issued and outstanding immediately prior to the time of such issuance on the close of business on such record date, and (2) the denominator of which shall be the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance on the close of business on such record date, plus the number of Ordinary Shares issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series C Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series C Conversion Price shall be adjusted pursuant to this Article 16(i)(ii) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 1 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series 1 Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series 1 Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series 1 Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series 1 Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series 1 Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series 1 Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time time, or from time to time after the Series A-2 Original Issue Date while this Warrant remains outstanding and unexpired in whole or in part shall make or issue, or fix a record date for the determination of holders of Common Stock the Company’s common stock or convertible preferred stock of any class or series or entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stockcommon stock or convertible preferred stock, then and in each such event the Conversion Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased adjusted as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, so that the Exercise Price will equal that price determined by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued common stock and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock convertible preferred stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date (on an as-converted basis); and (ii) the denominator of which shall be the total number of shares of common stock and convertible preferred stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date (on an as-converted basis) plus the number of shares of Common Stock common stock and convertible preferred stock issuable in payment of such dividend or distribution. Notwithstanding the foregoingdistribution (on an as-converted basis); provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original A Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockOrdinary Shares, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock Ordinary Shares issuable in payment of such dividend or distribution. . (c) Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection Article 11.4 as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock Series A Shares simultaneously receive a dividend or other distribution of shares of Common Stock Ordinary Shares in a number equal to the number of shares of Common Stock Ordinary Shares as they would have received if all outstanding shares of Preferred Stock Series A Shares had been converted into Common Stock Ordinary Shares on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time time, or from time to time after the Series A-2 Original Issue Date of Issuance shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Company shall promptly provide notice of such dividend or other distribution to the Registered Holder. Upon the surrender of this Warrant by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 5 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company’s expense, a Replacement Warrant with a Purchase Price of each series of Preferred Stock in effect immediately before such event that shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, to an amount determined by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date Date, while this Warrant remains outstanding and unexpired in whole or in part, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding ; and the foregoingnumber of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased by multiplying the number of Warrant Shares then purchasable by the inverse of the fraction set forth above (i.e., the numerator shall be subparagraph (aii) above and the denominator shall be subparagraph (i) above); provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 A-1 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the each Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the each Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of such series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of such series of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In --------------------------------------------------- the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuedate of this Warrant either makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2) the denominator of which shall be (i) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus (ii) the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date or date fixed therefor and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection Section 3(c) as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution distribution. For purposes of shares of Common Stock in a number equal to the foregoing formula, "the total number of shares of Common Stock as they would have received if all outstanding issued and outstanding" on a particular date shall include shares of Preferred Common Stock had been converted issuable upon conversion of stock or securities convertible into Common Stock and the exercise of warrants, options or rights for the purchase of Common Stock which are outstanding on the date of such eventdate.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of for the Series B Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of for the Series B Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of the Series B Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price for the Series B Preferred Stock shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Series B Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would Continuation Sheet 2K have received if all outstanding shares of Series B Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or Company from time to time after the Series A-2 Original Issue Commencement Date shall make or issue, or fix a record date for the determination of holders of Common Warrant Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Warrant Stock, then and in each such event the Conversion Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance (but not below zero) and the Warrant Share Number then in effect immediately before such event shall be proportionately increased or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Warrant Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Warrant Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Warrant Stock issuable in payment of such dividend or distribution. Notwithstanding ; and proportionately increasing the foregoingWarrant Share Number then in effect; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock and the Warrant Share Number shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price and the Warrant Share Number shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time after the Series A-2 Original Issue Date for a series of Series Preferred Stock, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each for such series of Series Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of for such series of Series Preferred Stock then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing: provided, (a) however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made paid on the date fixed therefor, the Conversion Price for each such series of Series Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price for such series of Series Preferred Stock shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event If the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make for a series of Preferred Stock makes or issueissues, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each for such series of Preferred Stock in effect immediately before such the event shall will be decreased as of the time of such issuance or, in the event such a record date shall have has been fixed, as of the close of business on such record date, by multiplying the such Conversion Price of such series of Preferred Stock then in effect by a fraction: : (1a) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such the issuance or the close of business on such the record date, and and (2b) the denominator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to before the time of such issuance or the close of business on such the record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (ai) if such record date shall have been fixed and such the dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the such Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection Section 3.6 as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of such series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as that they would have received if all outstanding shares of such series of Preferred Stock had been converted into Common Stock on the date of such the event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Borrower, at any time or from time to time after the Series A-2 Original Issue Date shall make time, makes or issue, or fix fixes a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, receive a dividend or other distribution payable on the Common Stock in additional shares of Common StockOrdinary Shares (including, without a corresponding dividend on any shares of Preferred Stocklimitation, bonus shares), then and in each such event the Conversion Price number of each series Ordinary Shares issuable upon exercise of Preferred Stock in effect immediately before such event this CD shall be decreased increased as of the time of such issuance issuance, or, in the event such a record date shall have been is fixed, as of the close closing of business on such record date, by multiplying the Conversion Price number of such series Ordinary Shares issuable upon exercise of Preferred Stock then in effect this CD by a fraction: : (1a) the numerator of which shall be the total of: (i) the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close closing of business on such record date, and ; plus (2ii) the number of Ordinary Shares issuable in payment of such dividend or distribution; and (b) the denominator of which shall be is the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close closing of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoingdate; PROVIDED, (a) HOWEVER, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed thereforthereof, the Conversion Price for each series number of Preferred Stock Ordinary Shares issuable upon exercise of this CD shall be recomputed accordingly as of the close closing of business on such record date and thereafter such Conversion Price the number of shares of Ordinary Shares issuable upon exercise of this CD shall be adjusted pursuant to this subsection Section 5.2 as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if . In the event the Borrower, at any time or from time to time, makes or fixes a record date for the determination of holders of Preferred Stock simultaneously Ordinary Shares entitled to receive a dividend or other distribution payable in securities of shares the Borrower other than Ordinary Shares (including, without limitation, bonus shares), then in each such event provision shall be made so that the Bank shall receive upon exercise of Common Stock this CD, in a number equal addition to the number of shares Ordinary Shares receivable thereupon, the amount of Common Stock as they securities of the Borrower that the Bank would have received if all outstanding shares of Preferred Stock had this CD been converted into Common Stock on exercised for Ordinary Shares immediately prior to such event (or the record date for such event) and had the Bank thereafter, during the period from the date of such eventevent to and including the date of exercise, retained such securities receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this Section 5 and the Borrower's Articles with respect to the rights of the Bank.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection Section 4.6 as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date date hereof shall make or issue, or fix a record date for the determination of holders of Class A Common Stock entitled to receive, a dividend or other distribution payable on the Class A Common Stock in additional shares of Class A Common Stock, without a corresponding dividend on any shares of Preferred StockConvertible Securities or Options, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: : (1) the numerator of which shall be the total number of shares of Class A Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2) the denominator of which shall be the total number of shares of Class A Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Class A Common Stock issuable (or issuable upon conversion or exercise thereof in the case of dividends or other distribution of Convertible Securities or Options) in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Nonvoting Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Nonvoting Exchange Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Nonvoting Exchange Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (ax) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Nonvoting Exchange Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Nonvoting Exchange Price shall be adjusted pursuant to this subsection Section 2.6 as of the time of actual payment of such dividends or distributions; , and (by) that no such adjustment shall be made if the holders of Preferred Stock an Investor simultaneously receive receives a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they such Investor would have received if all outstanding shares of Preferred Nonvoting Stock had been converted into exchanged for Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event event, the Series A Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Series A Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of (x) Common StockStock or any other stock or securities into which such Common Stock shall have been exchanged, without a corresponding dividend on or (y) any shares of Preferred Stockother stock or securities convertible into or exchangeable for such Common Stock or such other stock or securities, then and in each such event event (1) the Conversion Warrant Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of the issuance of such issuance additional shares or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Warrant Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Warrant Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion the Warrant Exercise Price shall be adjusted pursuant to this subsection Section 5(c) as of the time of actual payment of such dividends or distributions; and and (b2) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date time of such eventissuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Warrant Price.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of (x) Common StockStock or any other stock or securities into which such Common Stock shall have been exchanged, without a corresponding dividend on or (y) any shares of Preferred Stockother stock or securities convertible into or exchangeable for such Common Stock or such other stock or securities, then and in each such event event (1) the Conversion Warrant Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of the issuance of such issuance additional shares or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Warrant Exercise Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Warrant Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion the Warrant Exercise Price shall be adjusted pursuant to this subsection Section 3)(c) as of the time of actual payment of such dividends or distributions; and and (b2) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date time of such eventissuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Warrant Exercise Price.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of any of the Common Stock (or any other Stock Equivalents with respect to any Common Stock) entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of any of the Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock Price, as applicable, then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Class A Common Stock in a number equal to the number of shares of Class A Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Class A Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Series A Preferred Stock which are convertible, as of the date of such event, into such number of shares of Class A Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; . Simultaneously with any adjustment to the Purchase Price pursuant to subsections 2(a) and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to 2(b), the number of shares Warrant Shares which may be purchased upon exercise of Common Stock as they would have received if all outstanding shares this Warrant shall be increased or decreased proportionately, so that after such adjustment, the aggregate amount of Preferred Stock had been converted into Common Stock on the date adjusted Purchase Price multiplied by the aggregate adjusted amount of such eventWarrant Shares shall equal the aggregate amount of the unadjusted Purchase Price multiplied by the aggregate unadjusted amount of Warrant Shares.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time on or after the Series A-2 Original Issue Date Effective Time shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the applicable Conversion Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the applicable Conversion Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company shall at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock outstanding shares of the same class and series as the Warrant Shares entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stockthe same class and series as the Warrant Shares, then and in each such event the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect immediately before such event by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock the same class and series as the Warrant Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock the same class and series as the Warrant Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock such class and series issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of for the Series A Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of for the Series A Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of the Series A Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price for the Series A Preferred Stock shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Effective Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series D Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series D Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series D Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series D Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders Holders of Series D Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series D Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 D Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each applicable to the given series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection Subsection 7.F as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of the applicable Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of the applicable Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation -------------------------------------------------- Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event event (1) the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) -------- however, that if such record date shall have been is fixed and such dividend is not fully paid ------- or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection Section 4.D as of the time of actual payment of such dividends or ----------- distributions; and and (b2) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date time of such eventissuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 D Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price, the Series A-2 Conversion Price, the Series B Conversion Price, the Series C Conversion Price of and the Series D Conversion Price, each series of Preferred Stock as in effect immediately before such event event, shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price, the Series A-2 Conversion Price, the Series B Conversion Price, the Series C Conversion Price of such series of Preferred Stock and the Series D Conversion Price, as the case may be, then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price, the Series A-2 Conversion Price, the Series B Conversion Price, the Series C Conversion Price for each series of Preferred Stock and the Series D Conversion Price, as the case may be, shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price, the Series A-2 Conversion Price, the Series B Conversion Price, the Series C Conversion Price and the Series D Conversion Price as the case may be, shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made with respect to the Series A Conversion Price, the Series A-2 Conversion Price, the Series B Conversion Price, the Series C Conversion Price or the Series D Conversion Price if the holders of the applicable series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of the applicable series of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of for the Series B Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of for the Series B Preferred Stock then in effect by a fraction: : (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of the Series B Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price for the Series B Preferred Stock shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Series B Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series B Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In ---------------------------------------------------- the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date for the Warrants shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, issue a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Exercise Price of each series of Preferred Stock for the Warrants then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock for the Warrants then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) --------- however, if such record date shall have been fixed and such dividend is not ------- fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock the Warrants shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price for the Warrants shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment . The number of Warrant Shares issuable upon the exercise of the Warrants shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares issuable upon the exercise of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of Warrants immediately prior to such eventadjustment and dividing the product so obtained by the adjusted Exercise Price.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company, at any time or from time to time after the Series A-2 Preferred Share Original Issue Date shall make Date, makes or issueissues, or fix fixes a record date for the determination of holders of Common Stock shares entitled to receive, a dividend or other distribution payable on the Common Stock shares in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stockshares, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be is the total number of Common shares of Common Stock issued and outstanding immediately prior to before the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be is the total number of Common shares of Common Stock issued and outstanding immediately prior to before the time of such issuance or the close of business on such record date plus the number of Common shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to under this subsection as of the the, time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock shares simultaneously receive a dividend or other distribution of Common shares of Common Stock in a number equal to the number of Common shares of Common Stock as they would have received if all outstanding Preferred shares of Preferred Stock had been converted into Common Stock shares on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockOrdinary Shares, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the such Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2b) the denominator of which shall be the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock Ordinary Shares issuable in payment of such dividend or distribution. Notwithstanding the foregoing, : (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the such Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion Price shall be adjusted pursuant to this subsection Section 4.5 as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of Convertible Preferred Stock Shares simultaneously receive a dividend or other distribution of shares of Common Stock Ordinary Shares in a number equal to the number of shares of Common Stock as Ordinary Shares that they would have received if all outstanding shares of Convertible Preferred Stock Shares had been converted into Common Stock Ordinary Shares on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of and the Series A-2 Conversion Price, each series of Preferred Stock as in effect immediately before such event event, shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock and the Series A-2 Conversion Price, as the case may be, then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock and the Series A-2 Conversion Price, as the case may be, shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price and the Series A-2 Conversion Price, as the case may be, shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made with respect to the Series A Conversion Price or the Series A-2 Conversion Price if the holders of the applicable series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of the applicable series of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Effective Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series E Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series E Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series E Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series E Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders Holders of Series E Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series E Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 C Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock capital stock of the Corporation entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price, Series B Conversion Price, and Series C Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock Price, Series B Conversion Price, or Series C Conversion Price, respectively, then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price, Series B Conversion Price, and Series C Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price, Series B Conversion Price, and Series C Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Preferred Stock Stock, Series B Preferred Stock, or Series C Preferred Stock, as applicable, simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock Stock, Series B Preferred Stock, or Series C Preferred Stock, as applicable, had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation If, at any time or from time to time after the Series A-2 Original Issue Date date of the issuance of this Note, the Maker shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock this Note in effect immediately before such event shall be decreased as of the time of such issuance or, in the event if such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred this Note Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock this Note shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price of this Note shall be adjusted pursuant to this subsection Section 6.5 as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock this Note simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock the principal amount due under this Note had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In If -------------------------------------------------- the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event event: (1) the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection Section 4.D as of the time of actual payment of such dividends or distributions; and and (b2) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date time of such eventissuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Class A Common Stock entitled to receive, a dividend or other distribution payable on the Class A Common Stock in additional shares of Class A Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the such Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Class A Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2b) the denominator of which shall be the total number of shares of Class A Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Class A Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, : (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the such Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion Price shall be adjusted pursuant to this subsection Section 4.5 as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of Series B Preferred Stock simultaneously receive (A) a dividend or other distribution of shares of Class A Common Stock in a number equal to the number of shares of Class A Common Stock as that they would have received if all outstanding shares of Series B Preferred Stock had been converted into Class A Common Stock on the date of such event or (B) a dividend or other distribution of shares of Series B Preferred Stock which are convertible, as of the date of such event, into such number of shares of Class A Common Stock as is equal to the number of shares of Class A Common Stock that they would have received if all outstanding shares of Series B Preferred Stock had been converted into Class A Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of each series of Preferred Stock Ratio in effect immediately before such event shall be decreased adjusted as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to into which the time of such issuance or Series A Preferred Stock may be converted, as then in effect, by a fraction: 5.1. the close of business on such record date, and (2) the denominator numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution, and 5.2. the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock Ratio shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price Ratio shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 B Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series B Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series B Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series B Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series B Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of Series B Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series B Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time after the Series A-2 Original Issue Date date hereof shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the each Conversion Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock Prices shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price Prices shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of (x) Common StockStock or any other stock or securities into which such Common Stock shall have been exchanged, without a corresponding dividend on or (y) any shares of Preferred Stockother stock or securities convertible into or exchangeable for such Common Stock or such other stock or securities, then and in each such event event (1) the Conversion Warrant Exercise Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of the issuance of such issuance additional shares or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Warrant Exercise Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Warrant Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion the Warrant Exercise Price shall be adjusted pursuant to this subsection Section 3(c) as of the time of actual payment of such dividends or distributions; and and (b2) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as they would have received if all outstanding of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, to a number determined by multiplying the number of shares of Preferred Stock had been converted into Common Stock on so purchasable prior to the date time of such eventissuance or the close of business on such record date as the case may be by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment required by clause (1) of this Section 3(c) and the denominator of which shall be the Exercise Price in effect immediately after such adjustment.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price shall be adjusted pursuant to this subsection Section 4(e) as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive (x) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event or (y) a dividend or other distribution of shares of Series A Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company, at any time or from time to time after the Series A-2 Class Seed Preferred Share Original Issue Date shall make Date, makes or issueissues, or fix fixes a record date for the determination of holders of Common Stock shares entitled to receive, a dividend or other distribution payable on the Common Stock shares in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stockshares, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be is the total number of Common shares of Common Stock issued and outstanding immediately prior to before the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be is the total number of Common shares of Common Stock issued and outstanding immediately prior to before the time of such issuance or the close of business on such record date plus the number of Common shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to under this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Class Seed Preferred Stock shares simultaneously receive a dividend or other distribution of Common shares of Common Stock in a number equal to the number of Common shares of Common Stock as they would have received if all outstanding Class Seed Preferred shares of Preferred Stock had been converted into Common Stock shares on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 B Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock capital stock of the Corporation entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of each series of Preferred Stock and Series B Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock or Series B Conversion Price, respectively, then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock and Series B Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price and Series B Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Preferred Stock or Series B Preferred Stock, as applicable, simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock or Series B Preferred Stock, as applicable, had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Effective Date shall make or issue, or fix a record date for the determination of holders of Common Stock Unitholders entitled to receive, a dividend or other distribution Distribution payable on the Common Stock Class A Units in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockClass A Units, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be the total number of shares of Common Stock Class A Units issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock Class A Units issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock Class A Units issuable in payment of such dividend or distributionDistribution. Notwithstanding the foregoing, (ay) if such record date shall have been fixed and such dividend is not fully paid or if such distribution Distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributionsDistributions; and (bz) that no such adjustment shall be made if the holders of Preferred Stock Class B Unitholders simultaneously receive a dividend or other distribution Distribution of shares of Common Stock Class A Units in a number equal to the number of shares of Common Stock Class A Units as they would have received if all outstanding shares of Preferred Stock Class B Units had been converted into Common Stock Class A Units on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, : (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of Preferred Stock Holder simultaneously receive receives a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock the Outstanding Amounts had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stockthen, then and in each such event event, the Conversion Price number of each series shares of Preferred Common Stock in effect immediately before such event theretofore receivable upon the exercise of this Warrant shall be decreased increased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Price number of shares of Common Stock theretofore receivable upon exercise of this Warrant immediately prior to the time of such series issuance or the close of Preferred Stock then in effect business on such record date by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution, and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus date, as the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoingcase may be; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series number of Preferred shares of Common Stock theretofore receivable upon exercise of this Warrant shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion Price the number of shares of Common Stock theretofore receivable upon exercise of this Warrant shall be adjusted pursuant to this subsection Section 4.C as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 B Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series B Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series B Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series B Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series B Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series B Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series B Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 D Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock capital stock of the Corporation entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, and Series D Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock Price, Series B Conversion Price, Series C Conversion Price, or Series D Conversion Price, respectively, then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, and Series D Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, and Series D Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Preferred Stock Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, as applicable, simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, as applicable, had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date Effective Time shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such each series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for of each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price of each series of Preferred Stock shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date date hereof shall make or issuepay a dividend payable in Common Stock of the Company, or fix otherwise make a record date for the determination of holders distribution of Common Stock entitled to receiveits stockholders, a then the Exercise Price shall be adjusted, from and after the record date of such dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time date of such issuance ordistribution, in the event such a record date shall have been fixed, as of the close of business on such record date, to that price determined by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction:, (1i) the numerator of which shall be the total number of shares of Common Stock capital stock issued and outstanding or deemed to be issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock capital stock issued and outstanding or deemed to be issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoingcapital stock to be issued; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date or date of distribution and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection Section 4(b) as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal distribution. Client shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock as they would have received if all outstanding (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Preferred Stock had been converted into Common Stock on issuable upon the date of exercise hereof immediately prior to such eventadjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series A Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) i. the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) ii. the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series A Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) provided further, however, that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 E Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the such Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation If theCorporation, at any time or from time to time after the Series A-2 Original Issue Date shall make time, makes or issue, issues or fix fixes a record date for the determination of holders of Common shares of the Series B Preferred Stock entitled to receive, receive a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of such Series B Preferred Stock, then and in each such event the Conversion Redemption Price of each series of for the Series B Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance issuances or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Redemption Price of such series of for the Series B Preferred Stock then in effect by a fraction: fraction (1a) the numerator of which shall be is the total number of shares of Common Series B Preferred Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2b) the denominator of which shall be the total number of shares of Common the Series B Preferred Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Series B Preferred Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Redemption Price for each series of the Series B Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Redemption Price for the Series B Preferred Stock shall be adjusted pursuant to this subsection Section 4.7 as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 C-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series C-2 Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series C-2 Conversion Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series C-2 Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series C-2 Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series C-2 Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series C-2 Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 E Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Series E Conversion Price, Series D Conversion Price, Series C Conversion Price, Series B Conversion Price, Series A-1 Conversion Price of each series of Preferred Stock and Series A Conversion Price, as the case may be, in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series E Conversion Price, Series D Conversion Price, Series C Conversion Price, Series B Conversion Price, Series A-1 Conversion Price of such series of Preferred Stock and Series A Conversion Price, as the case may be, then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series E Conversion Price, Series D Conversion Price, Series C Conversion Price, Series B Conversion Price, Series A-1 Conversion Price for each series of Preferred Stock and Series A Conversion Price, as the case may be, shall be recomputed accordingly as of the close of business on such record date and thereafter such the Series E Conversion Price, Series D Conversion Price, Series C Conversion Price, Series B Conversion Price, Series A-1 Conversion Price and Series A Conversion Price, as the case may be, shall be adjusted pursuant to this subsection Section 4.6 as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series E Preferred Stock Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock, as the case may be, simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series E Preferred Stock Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock, as the case may be, had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time time, or from time to time after the Series A-2 B Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased decreased, as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a the following fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions; and (b) provided further, that no such adjustment shall be made if the holders of Series B Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series B Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Series B Preferred Stock that are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

Adjustment for Certain Dividends and Distributions. In the event the Corporation CTI at any time or from time to time after the Series A-2 Original Issue Date date hereof shall make or issuepay a dividend payable in Common Stock of CTI, or fix otherwise make a record date for the determination of holders distribution of Common Stock entitled to receiveits shareholders, a then the Exercise Price shall be adjusted, from and after the record date of such dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time date of such issuance ordistribution, in the event such a record date shall have been fixed, as of the close of business on such record date, to that price determined by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction:, (1i) the numerator of which shall be the total number of shares of Common Stock capital stock issued and outstanding or deemed to be issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock capital stock issued and outstanding or deemed to be issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoingcapital stock to be issued; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection Section 5(b) as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal distribution. Hope shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock as they would have received if all outstanding (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Preferred Stock had been converted into Common Stock on issuable upon the date of exercise hereof immediately prior to such eventadjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stockthereof, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close Close of business Business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close Close of business Business on such record date, ; and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close Close of business Business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (aX) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close Close of business Business on such record date and thereafter such and, thereafter, the Conversion Price shall be adjusted again pursuant to this subsection as of the time of actual payment of such dividends or distributions; distributions and (bY) that no such adjustment shall be made if if, in lieu of the foregoing adjustment, the Holders of Series A Preferred Shares simultaneously receive, upon the same terms as the holders of Preferred Stock simultaneously receive shares of Common Stock, a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they such Holders would have received if all outstanding shares of Series A Preferred Stock Shares had been converted into Common Stock on immediately prior to the record date of for such eventdividend or distribution.

Adjustment for Certain Dividends and Distributions. In If the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event event: (1) the Conversion Purchase Price of each series of Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price of such series of Preferred Stock then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; PROVIDED, (a) HOWEVER, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date date, and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection SECTION 4.D as of the time of actual payment of such dividends or distributions; and and (b2) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date time of such eventissuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Corporation GFN at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock or Preferred Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, foregoing (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of Preferred Stock Holder simultaneously receive receives a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares the entire Principal Amount of Preferred Stock the Note had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original First Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock Class B Ordinary Shares entitled to receive, a dividend or other distribution payable on the Common Stock Class B Ordinary Shares in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred StockClass B Ordinary Shares, then and in each such event the Conversion Price of each series of for the Series B Preferred Stock Shares in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the such Conversion Price of such series of Preferred Stock then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock Class B Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock Class B Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock Class B Ordinary Shares issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the such Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection Section 8(e) as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders Holders of Series B Preferred Stock Shares simultaneously receive a dividend or other distribution of shares of Common Stock Class B Ordinary Shares in a number equal to the number of shares of Common Stock as Class B Ordinary Shares that they would have received if all outstanding shares of Series B Preferred Stock Shares had been converted into Common Stock Class B Ordinary Shares on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of such series of Preferred Stock then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (ai) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price shall be adjusted pursuant to this subsection Section 5.5 as of the time of actual payment of such dividends or distributions; and (bii) that no such adjustment shall be made if the holders of Series C Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series C Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Series A-2 Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, without a corresponding dividend on any shares of Preferred Stock, then and in each such event the Conversion maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment to such number) of Common Stock issuable in payment of such dividend or distribution shall be deemed to be issued and outstanding as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date. In each such event, the Exercise Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price of such series of Preferred Stock then in effect by a fraction:, (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding or deemed to be issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and ; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding or deemed to be issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing; provided, (a) however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Exercise Price for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Exercise Price shall be adjusted pursuant to this subsection paragraph 3.1(b) as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such eventdistribution.