Rights, Options and Warrants. If the Parent distributes, to all or substantially all holders of Common Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which [Section 5(e)(i)(3)(A)] will apply) entitling such holders to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas:

For purposes of Common Stock,this [Section 5(e)(i)(2)], in determining whether any rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which [Section 5(e)(i)(3)(A)] will apply) entitling suchentitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such distributionrights, options or warrants is announced, then each ofand in determining the Strike Price and the Warrant Entitlementaggregate price payable to exercise such rights, options or warrants, there will be adjusted basedtaken into account any consideration the Parent receives for such rights, options or warrants and any amount payable on exercise thereof, with the following formulas:value of such consideration, if not cash, to be reasonably determined in good faith by the Board of Directors upon advice of its financial and other advisors.