Common use of Certain Distributions Clause in Contracts

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise of this Warrant, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or --------------------- from time to time, prior to exercise of this Warrant, time distribute to all holders of shares of the its Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuerPerson, securities of the Company or another issuer Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Warrant Share ---- Number shall be increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to such record date less the Fair Market Value of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed and (B) the Exercise Price then in effect immediately prior to such record date shall be adjusted decreased (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior on the record date referred to below (such decreased Exercise Price, the date of distribution (but such fraction shall not be greater than one"Adjusted Exercise Price"); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution; provided, -------- however, that no adjustment shall be made with respect to any distribution of ------- rights to purchase securities of the Company if the Warrantholder would otherwise be entitled to receive such rights upon exercise at any time of this Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the full exercise of this Warrantall Annual Allotments, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or --------------------- from time to time, prior to exercise of this Warrant, time distribute to all holders of shares of the its Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuerPerson, securities of the Company or another issuer Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect Warrant Share Number ---- shall be adjusted (and any other appropriate actions shall be taken increased by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the Current Market Price of the one share of Common Stock immediately prior to the record date for the distribution of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the such cash, evidences of indebtedness, securities or securities, other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the one share of Common Stock immediately prior to such record date less the date Fair Market Value of distribution (but the portion of such fraction shall not be greater than one); providedcash, howeverevidences of indebtedness, that no adjustment shall be made with respect to any distribution of securities, other assets or rights or warrants so distributed divided by the number of shares of Common Stock outstanding immediately prior to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stockdistribution. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution; provided, -------- however, that no adjustment shall be made with respect to any distribution of ------- rights to purchase securities of the Company if the Warrantholder would otherwise be entitled to receive such rights upon exercise at any time of this Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made as a rights offering or in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the number of Warrant Shares issuable hereunder shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantshares of Series E Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding cash dividends in which holders of shares of Series E Preferred Stock participate, in the manner provided in Section 3(b) of this Article V.C above; dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) of Article V.C; and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, then and in each such case, the Exercise Series E Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Series E Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series E Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series E Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall shall, at any time or from time to time, prior to exercise in full of this Warrant, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any securities of the foregoingCompany (excluding those distributions in respect of which an adjustment in the Exercise Price is made pursuant to another paragraph of this Section 5), then, and in each such case, : (a) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction fraction, (xi) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock stock, and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect upon such distribution pursuant to this Section 5.3(a) if an adjustment is made upon such distribution pursuant to Section 6; and (b) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the then-current number of Warrant Shares in effect immediately prior to the date of such distribution by a fraction, (i) the numerator of rights or warrants which shall be the Exercise Price in effect immediately prior to subscribe for or purchase securities immediately prior to the date of distribution, and (ii) the Company if denominator of which shall be the holder adjusted Exercise Price as determined pursuant to clause (a) of this Warrant would otherwise Section 5.3 (but such fraction shall not be entitled less than one); provided, however, that no adjustment shall be made upon such distribution pursuant to receive this Section 5.3(b) if an adjustment is made upon such rights or warrants upon exercise at any time of Warrants into Common Stockdistribution pursuant to Section 6. Such adjustment adjustments shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of while this Warrant, distribute or any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to all the holders of shares of the its Common Stock (other than dividends, distributions or issuances referred to in Section 4(a), Section 4(b), Section 4(d), Section 4(e), or Section 4(k)) in (1) cash or other property; (2) any evidence of indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company a subsidiary), or another issuer (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase any evidences of indebtedness, any shares of its capital stock, or any other securities or property of any nature whatsoever (including securities of a subsidiary), then the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) reduced by multiplying the Exercise Warrant Price in effect immediately prior to the record date of for such distribution event by a fraction (xa) the numerator of which shall be the Fair Market Price Value per share of the Common Stock immediately prior to the on such record date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable amount allocated to one share of Common Stock of any such cash so distributed and the Fair Market Value of any evidences of indebtedness, shares of capital stock, other securities or property, or warrants or other subscriptions or purchase rights so distributed, and (yb) the denominator of which shall be the such Fair Market Price Value per share of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made successively whenever any such a record date is fixed; and in the event that such distribution is made and not so made, the Warrant Price shall become effective retroactively again be adjusted to a date immediately following be the close of business on the Warrant Price which would then be in effect if such record date for had not been fixed, but such subsequent adjustment shall not affect the determination number of stockholders entitled Warrant Shares issued upon any exercise of this Warrant prior to receive the date such distributionsubsequent adjustment was made.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend6.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (i) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (x) the numerator of which shall be the Fair Market Price Value of the Common Stock immediately prior to the date of distribution less the then fair market value (in the case of distributions other than cash, as determined by a majority of the members of the Board of Directors in of the exercise of their fiduciary dutiesCompany) of the portion of the cash, evidences of indebtedness, securities or securities, other assets or rights so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Fair Market Price Value of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (ii) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (x) the numerator of which shall be the Fair Market Value of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (y) the denominator of which shall be the Fair Market Value of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (in the case of distributions other than cash, as determined by a majority of the Company if members of the holder Board of this Warrant would otherwise be entitled to receive Directors of the Company) of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time so distributed applicable to one share of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantshares of Series D Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, Table of Contents evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding cash dividends in which holders of shares of Series D Preferred Stock participate, in the manner provided in Section 3(c) of this Article V.B; dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) of Article V.B; and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Series D Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Series D Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of of’ Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series D Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series D Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In Except as provided above in Section 3(a), in case the Company shall at any time or from time to time, prior to exercise of time while this Warrant, Warrant is outstanding distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Company, any subsidiary or another issuer, securities of the Company (including Convertible Securities), any subsidiary or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 3 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Exempted Issuance) or rights or warrants Options to subscribe for or purchase of any of the foregoing, then, and in each such case, the Warrant Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Warrant Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary dutiesduties with the concurrence of the holders of at least a majority of the Warrants then outstanding) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants Options to subscribe applicable to one share of Common Stock and (y) the denominator of which shall be the Market Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made as a rights offering or in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the number of Warrant Shares issuable hereunder shall be made with respect to any increased by being multiplied by a fraction (i) the numerator of which shall be the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.. 39

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such 1818 Clawback Warrant distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, after the Closing Date but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the Fair Market Value of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise after the issuance of this Warrant, but prior to the exercise hereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(a) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) multiplying by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the Market Price fair market value of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Market Price fair market value of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the fair market value of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the fair market value of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall shall, at any time or from time to time, prior to exercise of this Warrantafter the date hereof, distribute to all the holders of shares of the any class of its Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the such Common Stock is not changed or exchanged) ), cash, evidences of indebtedness of the Company or another issuer, securities Equity Securities of the Company or securities of another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any Equity Securities of the foregoingCompany (excluding those distributions in respect of which an adjustment in the Number Issuable or Exercise Price is made pursuant to Sections 3.2 or 3.3, distributions in which the Holders of the Warrants are entitled to receive such distributions and any distribution in connection with an Excluded Transaction), then, and in each such case, (A) the Exercise Price payable upon exercise of each Warrant then in effect issued and outstanding or that is subsequently issued under Section 2.1 shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (which fraction shall not be greater than one) (x) the numerator of which shall be the Current Market Price Value per share of the such Common Stock immediately prior to the date of distribution less minus the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or securities, other assets so distributed or of such rights or warrants so distributed applicable to one share of such Common Stock Stock, and (y) the denominator of which shall be the Current Market Price Value per share of the such Common Stock immediately prior to the ex-dividend date of distribution, and (B) the Number Issuable shall be increased by multiplying the Number Issuable immediately prior to the date of such distribution by a fraction (but such which fraction shall not be greater less than one); provided, however, that no adjustment (x) the numerator of which shall be made with respect the Current Market Value per share of such Common Stock immediately prior to any the record date for such distribution and (ii) the denominator of which shall be the Current Market Value per share of such Common Stock immediately prior to such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed applicable to subscribe for or purchase securities one share of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time so distributed applicable to one share of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of while this Warrant, distribute or any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to all the holders of shares of the its Common Stock (other than dividends, distributions or issuances referred to in Section 4(a), Section 4(b), Section 4(d), Section 4(e), or Section 4(j)) in the form of: (1) cash or other property; (2) any evidence of indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company a subsidiary), or another issuer (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase any evidences of indebtedness, any shares of its capital stock, or any other securities or property of any nature whatsoever (including securities of a subsidiary), then the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) reduced by multiplying the Exercise Warrant Price in effect immediately prior to the record date of for such distribution event by a fraction (xa) the numerator of which shall be the Fair Market Price Value per share of the Common Stock immediately prior to the on such record date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable amount allocated to one share of Common Stock of any such cash so distributed and the Fair Market Value, of any evidences of indebtedness, shares of capital stock, other securities or property, or warrants or other subscriptions or purchase rights so distributed, and (yb) the denominator of which shall be the such Fair Market Price Value per share of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made successively whenever any such a record date is fixed; and in the event that such distribution is made and not so made, the Warrant Price shall become effective retroactively again be adjusted to a date immediately following be the close of business on the Warrant Price which would then be in effect if such record date for had not been fixed, but such subsequent adjustment shall not affect the determination number of stockholders entitled Warrant Shares issued upon any exercise of this Warrant prior to receive the date such distributionsubsequent adjustment was made.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the 1818 Common Stock Purchase Warrant Exercise Price then in effect immediately prior to the date of distribution shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time so distributed applicable to one share of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantshares of Series D Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding cash dividends in which holders of shares of Series D Preferred Stock participate, in the manner provided in Section 3(c) of this Article V.B; dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) of Article V.B; and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Series D Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Series D Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of of’ Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series D Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series D Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of while this Warrant, distribute or any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to all the holders of shares of the its Common Stock (other than dividends, distributions or issuances referred to in Section 4(a), Section 4(b), Section 4(d), Section 4(e), or Section 4(k)) in the form of: (1) cash or other property; (2) any evidence of indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company a subsidiary), or another issuer (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase any evidences of indebtedness, any shares of its capital stock, or any other securities or property of any nature whatsoever (including securities of a subsidiary), then the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) reduced by multiplying the Exercise Warrant Price in effect immediately prior to the record date of for such distribution event by a fraction (xa) the numerator of which shall be the Fair Market Price Value per share of the Common Stock immediately prior to the on such record date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable amount allocated to one share of Common Stock of any such cash so distributed and the Fair Market Value of any evidences of indebtedness, shares of capital stock, other securities or property, or warrants or other subscriptions or purchase rights so distributed, and (yb) the denominator of which shall be the such Fair Market Price Value per share of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made successively whenever any such a record date is fixed; and in the event that such distribution is made and not so made, the Warrant Price shall become effective retroactively again be adjusted to a date immediately following be the close of business on the Warrant Price which would then be in effect if such record date for had not been fixed, but such subsequent adjustment shall not affect the determination number of stockholders entitled Warrant Shares issued upon any exercise of this Warrant prior to receive the date such distributionsubsequent adjustment was made.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time --------------------- to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in ---- effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the Fair Market Value of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Obligor shall at any time or from time to time, time prior to exercise conversion of this Warrantall amounts outstanding under the Note, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Obligor is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Obligor or another issuerPerson, securities of the Company Obligor or another issuer Person or other assets (excluding dividends declared in the ordinary course of business and payable in cash, dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend4(e)) or rights or warrants to subscribe for or purchase of any securities of the foregoingObligor (excluding those distributions in respect of which an adjustment in the Conversion Price is made pursuant to another paragraph of this Section 4(e)), then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyObligor) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined in good faith by the Board of Directors in the exercise of their fiduciary dutiesDirectors) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stockdistribution. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In Notwithstanding that no shares of Series F Preferred Stock may be outstanding, in case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Series F Preferred Stock or all holders of shares of Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Series F Preferred Stock and shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Series F Preferred Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Series F Preferred Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Series F Preferred Stock and (yii) the denominator of which shall be the Current Market Price of the Common Series F Preferred Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Series F Preferred Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Series F Preferred Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise of time while this Warrant, Warrant is outstanding distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Company, any subsidiary or another issuer, securities of the Company (including Convertible Securities), any subsidiary or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 3 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Exempted Issuance) or rights or warrants Options to subscribe for or purchase of any of the foregoing, then, and in each such case, the Warrant Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Warrant Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary dutiesduties with the concurrence of the holders of at least a majority of the Warrants then outstanding) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants Options to subscribe applicable to one share of Common Stock and (y) the denominator of which shall be the Market Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any --------------------- time or from time to time, prior to exercise of this Warrant, time distribute to all holders of shares of the Common its Voting Stock or Non-Voting Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuerPerson, securities of the Company or another issuer Person or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and ---- in each such case, (A) the Warrant Share Number shall be increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to such record date less the Fair Market Value of the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants so distributed and (B) the Exercise Price then in effect immediately prior to such record date shall be adjusted decreased (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution being multiplied by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior on the record date referred to below (such decreased Exercise Price, the date of distribution (but such fraction shall not be greater than one"Adjusted Exercise Price"); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to the date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, prior to exercise of this Warrant, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section SECTION 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); providedPROVIDED, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantthe Series A Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding dividends or distributions in which holders of shares of Series A Preferred Stock participate, in the manner provided in Section 3, and dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series A Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series A Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of while this Warrant, distribute or any portion thereof, remains outstanding and unexpired shall declare a dividend or otherwise make a distribution to all the holders of its Common Stock and not to the holder of this Warrant (other than dividends, distributions or issuances referred to in Section 4(a), Section 4(b), Section 4(d), and Section 4(e)), in the form of: (1) cash or other property; (2) any evidence of indebtedness, any shares of the Common Stock its capital stock or any other securities or property of any nature whatsoever (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company a subsidiary), or another issuer (3) any warrants or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend) or rights or warrants to subscribe for or purchase any evidences of indebtedness, any shares of its capital stock, or any other securities or property of any nature whatsoever (including securities of a subsidiary), then the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Warrant Price in effect immediately prior to the record date of for such distribution event by a fraction (xA) the numerator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value per share of Common Stock on such record date (as determined by in accordance with Section 4(g) below), less the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable amount allocated to one share of Common Stock of any such cash so distributed and the fair value (determined in accordance with Section 4(g) below), of any evidences of indebtedness, shares of capital stock, other securities or property, or warrants or other subscriptions or purchase rights so distributed, and (yB) the denominator of which shall be the Market Price such fair market value per share of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than onedetermined in accordance with Section 4(g) below); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made successively whenever any such a record date is fixed; and in the event that such distribution is made and not so made, the Warrant Price shall become effective retroactively again be adjusted to a date immediately following be the close of business on the Warrant Price which would then be in effect if such record date for had not been fixed, but such subsequent adjustment shall not affect the determination number of stockholders entitled Warrant Shares issued upon any exercise of this Warrant prior to receive the date such distributionsubsequent adjustment was made.

Certain Distributions. In case If the Company shall at any time or from time to time, after the Closing Date but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) Fair Market Value of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the Fair Market Value of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, prior to exercise of this Warrant, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends payable in its shares of Common Stock notes or other evidence of indebtedness or assets (other than cash dividends not in excess of the Company's earnings for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividendthe immediately preceding fiscal year) or rights Options or warrants to subscribe for or purchase Convertible Securities, then in each case the number of any Shares of Common Stock thereafter obtainable upon the exercise of the foregoing, then, and in each such case, the Exercise Price then in effect Purchase Rights shall be adjusted (and any other appropriate actions shall be taken by the Company) determined by multiplying the Exercise number of Shares theretofore obtainable upon such exercise by a fraction, of which the numerator shall be the then current Market Price in effect immediately prior to per share of Common Stock on the date of such distribution by a fraction (x) the numerator distribution, and of which the denominator shall be the then current Market Price per share of the Common Stock immediately prior to the date of distribution Stock, less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) current Market Price of the portion of the cashassets, evidences of indebtedness, securities notes or other assets evidence of indebtedness so distributed or of such rights Options or warrants Convertible Securities applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant would otherwise be entitled to receive such rights or warrants upon exercise at any time of Warrants into Common Stock. Such adjustment shall be made whenever any such distribution is made made, and shall become effective retroactively on the date of distribution retroactive to a date immediately following the close of business on the record date for the determination of stockholders shareholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of stock of a Subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in number of Shares of Common Stock acquirable upon the exercise of the Purchase Rights, the Registered Holder of this Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such Registered Subsidiary, or both, as the Company shall determine, the stock or other securities to which such Registered Holder would have been entitled if such Registered Holder had exercised the Purchase Rights immediately prior thereto.

Certain Distributions. In case If the Company shall shall, at any time or from time to time, time after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 5.1 and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantthe Series D Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding dividends or distributions in which holders of shares of Series D Preferred Stock participate, in the manner provided in Section 3, and dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series D Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series D Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend5.1) or rights or warrants to subscribe for or purchase of any of the foregoing, thenTHEN, and in each such case, (A) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by the product obtained by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction (xi) the numerator of which shall be the such Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined in good faith by a majority of the Unaffiliated Board of Directors in the exercise of their fiduciary dutiesMembers) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (yii) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (B) the Warrant Share Number shall be made with respect increased by the product obtained by multiplying by the Warrant Share number by a fraction (i) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (ii) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined in good faith by a majority of the Company if Unaffiliated Board Members) of the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case If the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company (other than Common Stock) or another issuer or other assets (excluding dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating DividendSECTION 5) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Warrant Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying the Exercise Warrant Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Price of the Common Stock as of the date of business on the Business Day immediately prior to the announcement of such distribution (or, if no such announcement is made, the record date for the determination of distribution the stockholders entitled to receive such distribution) less the then fair market value (as determined in good faith by the Board of Directors in the exercise of their fiduciary dutiesDirectors) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Market Price of the Common Stock immediately prior to the date of distribution determined pursuant to clause (x) above (but such fraction shall not be greater than one); providedPROVIDED, howeverHOWEVER, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company if the holder of this Warrant Holder would otherwise be entitled to receive such rights or warrants upon the exercise at any time of Warrants into Common Stockthis Warrant. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution).

Certain Distributions. In case the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise of this Warranthereof, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person entity and the shares of Common Stock is are not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or distributions payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, any distribution in connection with a Permitted Issuance and any Liquidating Dividend8.1) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, (i) the Exercise Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Company) by multiplying being multiplied by the Exercise Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment ) and (ii) the Warrant Share Number shall be made with respect increased by being multiplied by a fraction (x) the numerator of which shall be the Current Market Price of one share of Common Stock immediately prior to any the record date for the distribution of such cash, evidences of indebtedness, securities, other assets or rights or warrants and (y) the denominator of which shall be the Current Market Price of one share of Common Stock immediately prior to subscribe for or purchase securities such record date less the fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the Company if the holder portion of this Warrant would otherwise be entitled to receive such cash, evidences of indebtedness, securities, other assets or rights or warrants upon exercise at any time of Warrants into Common Stockso distributed. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.

Certain Distributions. In case the Company Corporation shall at any time or from time to time, prior to exercise conversion of this Warrantthe Series C-1 Preferred Stock, distribute to all holders of shares of the Common Stock (including any such distribution made in connection with a merger or consolidation in which the Company Corporation is the resulting or surviving Person and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company Corporation or another issuer, securities of the Company Corporation or another issuer or other assets (excluding dividends or distributions in which holders of shares of Series C-1 Preferred Stock participate, in the manner provided in Section 3, and dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 2, 7(c) and any distribution in connection with a Permitted Issuance and any Liquidating Dividendan Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Exercise Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the CompanyCorporation) by multiplying the Exercise Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined by the Board of Directors in the exercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Company Corporation if the holder of this Warrant shares of Series C-1 Preferred Stock would otherwise be entitled to receive such rights or warrants upon exercise conversion at any time of Warrants shares of Series C-1 Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution.