Common use of Adjustment Upon Issuance of Common Shares Clause in Contracts

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPO, if and whenever on or after the Subscription Date the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the account of the Company), but excluding Common Shares deemed to have been issued by the Company in connection with any Excluded Securities (as defined in Section 8(a)(i) below; provided, however, that, for the purposes of this Section 2(a) only, the number of Common Shares subject to the exclusions found in (C) and (D) of such definition shall not exceed 15% of the aggregate number of shares of Common Shares issued and outstanding on the date hereof on a fully-diluted basis (subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events)), for a consideration per share (the "NEW ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "DILUTIVE ISSUANCE"), then immediately after such Dilutive Issuance, (1) if the proceeds to the Company of all capital contributions and equity issuances since the Subscription Date that remain outstanding and are not repurchased or redeemed is less than $500,000,000, then the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price, or (2) if the proceeds to the Company of all capital contributions and equity issuances since the Subscription Date that remain outstanding and are not repurchased or redeemed equals or exceeds $500,000,000, the Exercise Price shall be reduced to the new Exercise Price determined by dividing: (A) the sum of (x) the product derived by multiplying the Applicable Price times the number of Common Shares Deemed Outstanding (as defined below) immediately prior to such issue or sale, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the number of Common Shares Deemed Outstanding immediately after such issue or sale. For purposes of this Section 2(a), "Common Shares Deemed Outstanding" means, at any given time, the number of Common Shares actually outstanding at such time, plus the number of Common Shares deemed to be outstanding pursuant to Sections 2(a)(i) and 2(a)(ii) below, regardless of whether the Options or Convertible Securities are actually exercisable at such time. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of Class A Common Shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall be applicable:

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPOIf, if and whenever on or after at any time while this Warrant is outstanding (such period, the Subscription Date “Adjustment Period”), the Company issues issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 2 3(f), is deemed to have issued or sold, any Common Shares or Common Share Equivalents (including the issuance or sale of Common Shares owned or held by or for the account of the Company), but excluding Common Shares deemed to have been issued by the Company in connection with any Excluded Securities (as defined in Section 8(a)(ibelow) below; provided, however, that, for the purposes of this Section 2(aissued or sold or deemed to have been issued or sold) only, the number of Common Shares subject to the exclusions found in (C) and (D) of such definition shall not exceed 15% of the aggregate number of shares of Common Shares issued and outstanding on the date hereof on a fully-diluted basis (subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events)), for a consideration per share (the "NEW ISSUANCE PRICE"“New Issuance Price”) less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, (1) if the proceeds to the Company of all capital contributions and equity issuances since the Subscription Date that remain outstanding and are not repurchased or redeemed is less than $500,000,000, then the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price, or (2) if the proceeds to the Company of all capital contributions Price and equity issuances since the Subscription Date that remain outstanding and are not repurchased or redeemed equals or exceeds $500,000,000, the Exercise Price shall be reduced to the new Exercise Price determined by dividing: (A) the sum of (x) the product derived by multiplying the Applicable Price times the number of Common Shares Deemed Outstanding issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. “Excluded Securities” means any issuance of Common Shares, restricted share units, Options and/or Convertible Securities (i) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying Common Shares) in exchange for Options issued under the Company’s equity incentive plans, subject to a limitation of 15% of Common Shares outstanding as of the Issuance Date, (ii) issued pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) immediately prior existing as of the date hereof, provided that such agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such issue securities or saledecrease the exercise price, plus exchange price or conversion price of such securities, (yiii) issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the considerationdisinterested directors of the Company, if anyprovided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Shares (other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received by the Company upon in connection with, or with respect to, such issue securities (including, without limitation, any cash settlement rights, cash adjustment or sale, by (B) the number of Common Shares Deemed Outstanding immediately after such issue or saleother similar rights). For all purposes of this Section 2(a), "Common Shares Deemed Outstanding" means, at any given time, the number of Common Shares actually outstanding at such time, plus the number of Common Shares deemed to be outstanding pursuant to Sections 2(a)(i) and 2(a)(ii) below, regardless of whether the Options or Convertible Securities are actually exercisable at such time. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of Class A Common Shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of determining the adjusted Exercise Price under this Section 2(a)foregoing, the following shall be applicable:

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPOIf, if and whenever on or after at any time while this Warrant is outstanding (such period, the Subscription Date “Adjustment Period”), the Company issues issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 2 3(f), is deemed to have issued or sold, any Common Shares or Common Share Equivalents (including the issuance or sale of Common Shares owned or held by or for the account of the Company), but excluding Common Shares deemed to have been issued by the Company in connection with any Excluded Securities (as defined in Section 8(a)(ibelow) below; provided, however, that, for the purposes of this Section 2(aissued or sold or deemed to have been issued or sold) only, the number of Common Shares subject to the exclusions found in (C) and (D) of such definition shall not exceed 15% of the aggregate number of shares of Common Shares issued and outstanding on the date hereof on a fully-diluted basis (subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events)), for a consideration per share (the "NEW ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, (1) if the proceeds to the Company of all capital contributions and equity issuances since the Subscription Date that remain outstanding and are not repurchased or redeemed is less than $500,000,000, then the Exercise Price then in effect shall be reduced to an amount equal to the lowest VWAP during the period commencing 5 consecutive Trading Days following the Dilutive Issuance (the “New Issuance Price, ”) and the number of Common Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged; provided that the New Issuance Share Price shall not be less than (i) $[●] or (2ii) in the event of Shareholder Approval, the price of the Dilutive Issuance (the “Floor Price”) (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Underwriting Agreement). Notwithstanding the foregoing, if the proceeds one or more Dilutive Issuances occurred prior to the Company Shareholder Approval being obtained and the reduction of all capital contributions and equity issuances since the Subscription Date that remain outstanding and are not repurchased or redeemed equals or exceeds $500,000,000Exercise Price was limited by clause (i) of the definition of Floor Price, once the Shareholder Approval is obtained, the Exercise Price shall will automatically be reduced to equal the new Exercise Price determined by dividing: (A) the sum greater of (x) the product derived lowest New Issuance Price with respect to any Dilutive Issuance that occurred prior to the Shareholder Approval being obtained, and (y) the price determined by multiplying reference to clause (ii) of the Applicable Price times the number definition of Floor Price. “Excluded Securities” means any issuance of Common Shares Deemed Outstanding Shares, restricted share units, Options and/or Convertible Securities (i) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying Common Shares) in exchange for Options issued under the Company’s equity incentive plans, (ii) issued pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) immediately prior existing as of the date hereof, (iii) issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issue issuance shall only be to a Person (or saleto the equityholders of a Person) which is, plus itself or through its subsidiaries, an operating company or an owner of an asset in a business complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that such securities are issued as “restricted securities” (yas defined in Rule 144) and carry no registration rights that require or permit the considerationfiling of any registration statement in connection therewith or (iv) to which a majority-in-interest of Holders of the Warrants consent in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, if anyor with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Shares (other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received by the Company upon in connection with, or with respect to, such issue securities (including, without limitation, any cash settlement rights, cash adjustment or sale, by (B) the number of Common Shares Deemed Outstanding immediately after such issue or saleother similar rights). For all purposes of this Section 2(a), "Common Shares Deemed Outstanding" means, at any given time, the number of Common Shares actually outstanding at such time, plus the number of Common Shares deemed to be outstanding pursuant to Sections 2(a)(i) and 2(a)(ii) below, regardless of whether the Options or Convertible Securities are actually exercisable at such time. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of Class A Common Shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of determining the adjusted Exercise Price under this Section 2(a)foregoing, the following shall be applicable: