Common use of Notice of Adjustments Clause in Contracts

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur any Class A Common Stock Change Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock shall be entitled to exchange their common stock for securities or other property deliverable upon such Class A Common Stock Change Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur any Class A Common Stock Change Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock shall be entitled to exchange their common stock for securities or other property deliverable upon such Class A Common Stock Change Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder notice of filing of a registration statement with the SEC promptly after such filing, but in no event later than three (3) business days after such filing. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. IfIf prior to Initial Public Offering: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viii) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty fifteen (3015) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty fifteen (3015) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall be given in accordance with Section 12(g) below and shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be mademade pursuant to this Section 8, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common Preferred stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder notice of filing of a registration statement with the SEC promptly after such filing, but in no event later than three (3) business days after such filing. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securitiessecurities (including rights to acquire securities other than pursuant to contractual rights under the Rights Agreement (as defined below), as the same may be amended and/or restated from time to time); (ii) the Company shall offer for subscription pro rata to effect any reclassification of the holders of any class of common stock Preferred Stock or other convertible stock any additional shares of stock of any class or other rightsCommon Stock; (iii) there the Company shall occur effect any Class A Common recapitalization, subdivision or combination of Capital Stock Change Eventor other capital reorganization; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe a Merger Event; (v) there shall be an Initial Public Offering; (vi) there shall be a SPAC Transaction; or (vvii) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) 15 days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights dividend or distribution (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, SPAC Transaction, dissolution, liquidation or winding up; and (B) in the case of the matters referred to in clauses (ii) and (iii) above or any such Class A Common Stock Change Merger Event, SPAC Transaction, or dissolution, liquidation or winding up, at least thirty (30) 15 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Capital Stock shall be entitled to exchange their common stock Capital Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, SPAC Transaction, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least 15 days’ written notice prior to the effective date of the registration statement in connection therewith. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance14(e), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: If (i) the Company shall declare any dividend or distribution upon its stockCommon Stock, whether in stock, cash, property or other securitiessecurities (assuming Warrantholder consents to a dividend involving cash, property or other securities under the Loan Agreement, if such consent is then required by the terms of the Loan Agreement); (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock Common Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Event; (iv) Merger Event or the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty fifteen (3015) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all of the Company’s assets, dissolution, liquidation or winding up, at least thirty fifteen (3015) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall only be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at provided in the address for Warrantholder manner set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance12(g)(i), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Stock shall be entitled to exchange their common stock Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stockCommon Stock, whether in stock, cash, property or other securitiessecurities (assuming Lender consents to a dividend involving cash, property or other securities under the Loan Agreement, if the consent of Lender is then required by the terms of the Loan Agreement); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock or other convertible stock Common Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) Whenever the Company shall declare any dividend Warrant Price or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders number of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur any Class A Common Stock Change Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there Shares purchasable hereunder shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such eventadjusted pursuant to Section 4 hereof, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or make a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock shall be entitled to exchange their common stock for securities or other property deliverable upon such Class A Common Stock Change Event, dissolution, liquidation or winding up). Each such written notice shall set certificate signed by its chief financial officer setting forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (B) the method by which such adjustment was calculated, (C) and the adjusted Exercise Prices (if Warrant Price and the Exercise Prices have been adjusted), and (D) the total number of Warrant Shares subject to purchase purchasable hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall cause copies of such certificate to be given mailed (without regard to Section 13 hereof, by first class mail, postage prepaid) to the holder of this Warrant. In addition, whenever the conversion price or conversion ratio of the Series Preferred shall be adjusted, the Company shall make a certificate signed by reputable overnight courier with all charges its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the conversion price or ratio of the Series Preferred after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (without regard to Section 13 hereof, by first class mail, postage prepaid, addressed ) to Warrantholder at the address for Warrantholder set forth in holder of this Warrant. Whenever the registry referred to in Section 7. If any event results in an adjustment to any Exercise Warrant Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance)shall be adjusted pursuant to the occurrence of a Qualified Financing, then the Company shall execute make a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and deliver, the Warrant Price and the number of Shares purchasable hereunder after giving effect to Warrantholder, an amended Schedule A hereto reflecting such adjustment, and shall cause copies of such certificate to be mailed (without regard to Section 13 hereof, by first class mail, postage prepaid) to the holder of this Warrant.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stockCommon Stock, whether in stock, cash, property or other securitiessecurities (assuming Lender consents to a dividend involving cash, property or other securities under the Loan Agreement, if the consent of Lender is then required by the terms of the Loan Agreement); (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock Common Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) business days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) business days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare or pay any dividend or distribution upon its stock, the outstanding shares of Preferred Stock (or Common Stock if shares of Preferred Stock are then convertible into Common Stock) whether in stock, cash, property or other securitiesproperty; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock the Preferred Stock or other convertible capital stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an Initial Public Offering; or (v) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company, or (vi) there shall be an Initial Public Offering; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, at least twenty (20) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i1) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii2) the Company shall offer for subscription pro rata to the holders of any class of common stock its Common or other convertible stock any additional shares of stock of any class or other rights; (iii3) there shall occur be any Class A Common Stock Non-Change Eventof Control Recapitalization; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v4) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; or (5) any other event requiring the Exercise Price or the number of shares purchasable hereunder to be adjusted pursuant to this Section 8, then, in connection with each such event, the Company shall send to Warrantholder: (Athe Warrantholder at the Company’s expense and pursuant to Section 13(e) hereof at least thirty twenty (3020) days’ prior written notice of the date date: (A) on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock a Non-Change Eventof Control Recapitalization, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Non-Change Eventof Control Recapitalization, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Non-Change Eventof Control Recapitalization, dissolution, liquidation or winding up). In the case of an Initial Public Offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), Price and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for as shown on the books of the Company. The Company shall give the Warrantholder set forth in a statement, no less often than quarterly, showing the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or ownership of the Company on a fully-diluted basis, organized by class of shares, including but not limited to the total number of shares into which this Supplemental Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentAgreement is exchangeable.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iii) there shall occur any Class A Common Stock Change Eventbe an Initial Public Offering; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty fifteen (3015) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least fifteen (15) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Common Stock or other convertible capital stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; , (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the anticipated effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least ten (10) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (iii) the Company shall sell, lease, exclusively license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty fifteen (3015) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights dividend or distribution (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, exclusive license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty fifteen (3015) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least fifteen (15) days’ written notice prior to the effective date of the registration statement therefor. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance12(g), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare or pay any dividend or distribution upon its stock, the outstanding shares of Preferred Stock (or Common Stock if shares of Preferred Stock are then convertible into Common Stock) whether in stock, cash, property or other securitiesproperty; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock the Preferred Stock or other convertible capital stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an Initial Public Offering; or (v) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company, or (vi) there shall be an Initial Public Offering; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, as soon as reasonably practicable prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock or other convertible its stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior no later than the date such notice, if any, is provided to the Company’s stockholders, written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Voting Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior no later than the date such notice, if any, is provided to the Company’s stockholders, written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Voting Common Stock shall be entitled to exchange their common stock Voting Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder no later than the date such notice, if any, is provided to the Company’s stockholders, written notice prior to the effective date thereof. To the extent the foregoing provisions conflict with any term of the Investor Rights Agreement (as defined below), the Investor Rights Agreement shall control. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stockshares, whether in stockshares, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock the outstanding Warrant Shares any additional shares of stock or other securities of any class or other rightsrights to subscribe for or purchase same; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Warrant Shares shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Warrant Shares shall be entitled to exchange their common stock Warrant Shares for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least ten (10) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase subscription hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment6.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securitiessecurities (assuming Warrantholder consents to a dividend involving cash, property or other securities under the Loan Agreement); (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty fifteen (3015) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all of the Company’s assets, dissolution, liquidation or winding up, at least thirty fifteen (3015) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Stock shall be entitled to exchange their common stock Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least fifteen (15) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall only be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at provided in the address for Warrantholder manner set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance12(g)(i), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iiiiv) there shall occur any Class A Common Stock Change Eventbe an Initial Public Offering; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights dividend or distribution (specifying the date on which the holders of common stock Warrant Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Warrant Stock shall be entitled to exchange their common stock Warrant Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iii) there shall occur any Class A Common Stock Change Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least twenty (20) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any --------------------- dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change EventMerger; (ivIv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe any Reorganization; (v) there shall be an initial public offering; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ days'- prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change EventMerger, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change EventMerger, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change EventMerger or any such Reorganization, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stockPreferred Stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and an adjustment (ii) if any adjustment is required to be maderequired), (Aii) the amount of such adjustmentthe adjustment (if any adjustment is required), (Biii) the method by which such adjustment was calculatedcalculated (if any adjustment is required), (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) Price after giving effect to such adjustmentadjustment (if any adjustment is required), and (v) the number of shares subject to purchase hereunder after giving effect to such adjustment (if any adjustment is required), and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) Whenever the Company shall declare any dividend Warrant Price or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders number of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur any Class A Common Stock Change Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there Shares purchasable hereunder shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such eventadjusted pursuant to Section 4 hereof, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or make a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock shall be entitled to exchange their common stock for securities or other property deliverable upon such Class A Common Stock Change Event, dissolution, liquidation or winding up). Each such written notice shall set certificate signed by its chief financial officer setting forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (B) the method by which such adjustment was calculated, (C) and the adjusted Exercise Prices (if Warrant Price and the Exercise Prices have been adjusted), and (D) the total number of Warrant Shares subject to purchase purchasable hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall cause copies of such certificate to be given mailed (without regard to Section 13 hereof, by first class mail, postage prepaid) to the holder of this Warrant. In addition, whenever the conversion price or conversion ratio of the Series Preferred shall be adjusted, the Company shall make a certificate signed by reputable overnight courier with all charges its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the conversion price or ratio of the Series Preferred after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (without regard to Section 13 hereof, by first class mail, postage prepaid, addressed ) to Warrantholder at the address for Warrantholder set forth in holder of this Warrant. Whenever the registry referred to in Section 7. If any event results in an adjustment to any Exercise Warrant Price or the number of Shares purchasable hereunderafter shall be adjusted pursuant to the total occurrence of a Qualified Financing, the Company shall make a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and the number of Warrant Shares purchasable hereunder giving the effect to such adjustment, and shall cause copies of such certificate to be mailed (assuming no Net Issuance)without regard to Section 13 hereof, then by first class mail, postage prepaid) to the holder of this Warrant; provided that any certificate delivered by the Company to the holder of this Warrant in accordance with the Charter containing substantially the same information shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentbe deemed compliance with the foregoing notice required by this sentence.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock or other convertible its stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license be an initial public offering or otherwise transfer all or substantially all of its assetsany Options shall be duly exercised; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior no later than the date such notice, if any, is provided to the Company’s stockholders, written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Nonvoting Common Stock or Class B Nonvoting Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior no later than the date such notice, if any, is provided to the Company’s stockholders, written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Nonvoting Common Stock shall be entitled to exchange their common stock Nonvoting Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); (C) in the case of a public offering, the Company shall give the Warrantholder no later than the date such notice, if any, is provided to the Company’s stockholders, written notice prior to the effective date thereof; and (D) in the case of any exercise of Options, the Company shall give the Warrantholder written notice of such exercise. To the extent the foregoing provisions conflict with any term of the Investor Rights Agreement (as defined below), the Investor Rights Agreement shall control. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock its Preferred Stock or other convertible stock Common Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder notice of the initial filing of the registration statement within three (3) business days following such filing. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sellbe an initial public offering, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date hereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (DV) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, adjustment and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: If-. (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an'ini0al public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to Warrantholder: the Warrantholder (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i1) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible capital stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof. If the Company conducts a Next Round, the Company shall provide prompt written notice thereof to the Warrantholder, and upon Warrantholder’s receipt of such notice, Warrantholder shall provide a written election to the Company within thirty (30) days’ thereafter whether to treat the Preferred Stock as Series A Preferred Stock or Next Round Stock. If the Company does not receive Warrantholder’s written election, the Company shall be entitled to make such election on behalf of Warrantholder for the series of stock that is most economically advantageous to Warrantholder, as determined by the Company in its good faith determination, and the Company shall provide Warrantholder notice of such election. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder at least ten (10) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock Common Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (iii) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Common Stock or other convertible capital stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, exclusively license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, exclusive license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to Warrantholder: the Warrantholder (A) at least thirty ten (3010) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (and specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least ten (10) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Cv) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether stock in stock, cash, property or securities other securitiesthan Common Stock; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Common Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice (or a subsequent notice given at least five (5) days prior to the Merger Event, dissolution, liquidation, or winding up) shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice (or such shorter notice as shall otherwise be provided to the holders of the Preferred Stock) of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice (or such shorter notice as shall otherwise be provided to the holders of the Preferred Stock) of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, exclusive license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, exclusive license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least five (5) days’ written notice prior to the effective date of the registration statement therefor. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and . Such written notice shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaidprepaid or via electronic transmission, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance12(g), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securities; : (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Event, Merger Event dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. This Section 8(f) shall terminate upon the date that the Company's Registration Statement relating to its initial public offering of its Common Stock has been declared effective by the SEC. Each such written notice shall set forth, in reasonable detaildetail and to the extent applicable, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock on the basis of their ownership thereof any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice no later than the date that such notice is provided to the Company's shareholders of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice no later than the date that such notice is provided to the Company's shareholders of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder prior written notice no later than the date that such notice is provided to the Company's shareholders. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder as Lender consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class outstanding shares of common stock or other convertible stock Preferred Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ (or such longer period as provided to the holders of the outstanding shares of Preferred Stock) prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ (or such longer period as provided to the holders of the outstanding shares of Preferred Stock) prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least ten (10) days’ (or such longer period as provided to the holders of the outstanding shares of Preferred Stock) written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the such Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stockoutstanding shares of the Preferred Stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class outstanding shares of common stock or other convertible stock the Preferred Stock any additional shares of stock of any class or series or other rights (other than pursuant to contractual pre-emptive rights); (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty fifteen (3015) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty fifteen (3015) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least fifteen (15) days’ written notice prior to the filing of the registration statement in connection therewith. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at in the address for Warrantholder manner set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance12(f), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iii) there shall occur any Class A Common Stock Change Eventbe an Initial Public Offering; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights dividend or distribution (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least ten (10) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall securities or offer for subscription pro rata to the holders of any class of common stock or other convertible stock its securities any additional shares of stock of securities; (ii) there shall be any class Merger Event, Direct Listing or other rightsSPAC Transaction; (iii) there shall occur any Class A Common Stock Change Eventbe an IPO; (iviii) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to WarrantholderHolder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividendevent described in (i), distribution(ii) or (iii), subscription rights above, (specifying the date on which Holders of the holders of common stock Company’s securities shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Event, dissolution, liquidation event or winding upfor exchanging shares of stock for securities or other property deliverable upon such event); and (B) in the case of any such Class A Common Stock Change an IPO, Merger Event, dissolutionDirect Listing or SPAC Transaction, liquidation or winding up, the Company shall give Holder at least thirty (30) days’ prior written notice prior to the effective date thereof. Any such notice shall state the event giving rise to the adjustment, including adjustment of the date when Exercise Price as adjusted and the same shall take place (and specifying the date on which the holders number of common stock shall be entitled to exchange their common stock for securities or other property deliverable purchasable upon such Class A Common Stock Change Eventthe exercise of the rights under this Warrant, dissolution, liquidation or winding up). Each such written notice shall set forth, setting forth in reasonable detaildetail the method of calculation of each. The Company shall, upon the written request of Xxxxxx, furnish or cause to be furnished to Holder a certificate setting forth (x) such adjustments, (iy) the event requiring Exercise Price at the notice, time in effect and (ii) if any adjustment is required to be made, (Az) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustmentsecurities and the amount, and shall be given by first class mailif any, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder of other property that at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number time would be received upon exercise of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentthis Warrant.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities, other than stock dividends upon its Series C Preferred Stock or Series C-1 Preferred Stock; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (iii) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stockshares of Preferred Stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata (other than contractual preemptive rights) prorata to the holders of any class of common stock or other convertible stock its Preferred Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assetsassets in a single transaction or series of related transactions, other than sales of inventory in the Company’s ordinary course of business; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least twenty (20) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, to the extent known, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at in the address for Warrantholder manner set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance12(e), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether stock in stock, cash, property or securities other securitiesthan Common Stock; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Common Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice (or a subsequent notice given at least five (5) days prior to the Merger Event, dissolution, liquidation, or winding up) shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for the determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iii) there shall occur any Class A Common Stock Change Eventbe an Initial Public Offering; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty five (305) business days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty five (305) business days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least five (5) business days’ written notice prior to the effective date thereof. Notwithstanding the foregoing, the Company shall have no liability for failing to timely give such notice, except to the extent the Warrantholder is materially and adversely affected by such failure. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such FINAL FORM adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata to the holders holder of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days' written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date hereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securitiessecurities (and until termination of the Loan Agreement, assuming Warrantholder consents to a dividend involving cash as contemplated by Section 7.7 of the Loan Agreement); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least twenty (20) days' written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Event, Merger Event dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mailmall, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (iii) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty seven (307) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty seven (307) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iii) there shall occur any Class A Common Stock Change Eventbe an Initial Public Offering; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty five (305) business days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty five (305) business days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least five (5) business days’ written notice prior to the effective date thereof. Notwithstanding the foregoing, the Company shall have no liability for failing to timely give such notice, except to the extent the Warrantholder is materially and adversely affected by such failure. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer offers for subscription pro rata to the holders of any class the outstanding shares of common stock or other convertible stock Preferred Stock any additional shares of stock or other securities of any class or other rightsrights to subscribe for or purchase same; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least ten (10) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, dissolution liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, forth in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents under the Loan Agreement to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) 10 days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) 10 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least 10 days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) Whenever the Warrant Price or the number of Shares purchasable hereunder shall be adjusted pursuant to Section 5 hereof, the Company shall declare create a certificate signed by its president or chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and the number of Shares purchasable hereunder after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (without regard to Section 14 hereof, by first class mail, postage prepaid) to the holder of this Warrant at such holder's last known address. If, at any time, the Company's Board of Directors approves any of the following: the declaration of any cash dividend on the Common Stock; the payment of any dividend payable in stock upon the Common Stock or any distribution upon (other than regular cash dividends) to the holders of its stock, whether in stock, cash, property or other securitiesCommon Stock; (ii) the Company shall offer for offering subscription rights pro rata to the holders of any class of common stock or other convertible stock its Common Stock for any additional shares of stock of any class or other rights; (iii) there shall occur any Class A Common Stock Change Event; (iv) the Company shall sell, lease, license or otherwise transfer sale of all or substantially all of its assetsthe assets of the Company, a merger or consolidation of the Company with or into any other corporation or corporations, or any other corporate reorganization, where the stockholders of the Company immediately prior to such event do not retain more than a fifty percent (50%) interest in the surviving or successor entity; or (v) there shall be any a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such eventany one or more of said cases, the Company shall send to Warrantholder: (A) at least thirty (30) days’ give prior written notice (without regard to Section 14 hereof), by first-class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (A) the books of the Company shall close or a record shall be taken for such dividend, distributiondistribution or subscription rights, subscription rights or (specifying the date on which the holders of common stock shall be entitled theretoB) or for determining rights to vote in respect of such Class A Common Stock Change Eventreorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up; and (B) in up shall take place, as the case may be. Such notice shall also specify the date as of any such Class A which the holders of Common Stock Change Eventof record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least thirty (30) days’ twenty days prior written notice of to the action in question and not less than twenty days prior to the record date when the same shall take place (and specifying or the date on which the holders Company's transfer books are closed in respect thereto. Fractional Shares. No fractional shares of common stock shall be entitled to exchange their common stock for securities or other property deliverable upon such Class A Common Stock Change Eventwill be issued in connection with any exercise hereunder, dissolution, liquidation or winding up). Each such written notice shall set forth, but in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount lieu of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then fractional shares the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentmake a cash payment therefor based on the fair market value of the Common Stock on the date of exercise as reasonably determined in accordance with Section 10(c).

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stockshare capital, whether in stockshares, cash, property or other securities; (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iii) there shall occur any Class A Common Stock Change Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an Initial Public Offering; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Warrant Shares shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Warrant Shares shall be entitled to exchange their common stock Warrant Shares for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least ten (10) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (ix) the event requiring the notice, and (iiy) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), ) and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i) the Company shall declare any --------------------- dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least ten (10) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securitiessecurities (excluding any dividend or distribution for which an adjustment will be made pursuant to Section 8(d); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for by determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Promptly following any adjustment to the Exercise Price or the number and character of securities issuable upon exercise of this Warrant effected pursuant to this Section 8, the Company shall provide written notice of such adjustment to the Warrantholder. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event (including any Qualifying Merger Event); (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(e) hereof.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public. Offering, the Company shall give the Warrantholder at least twenty (20) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, stock consisting of cash or property (other than equity securities of the Company issued as part of a proportional stock split or other securitiesstock dividend for which adjustment is made pursuant to Section 8(c) above); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock or other convertible stock its capital stock, any additional shares of stock of any class or other rightsrights (other than in accordance with the Third Amended and Restated Investors’ Rights Agreement, as may be amended from time to time); (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; , then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the record date on which the for holders of common capital stock shall be entitled theretoto such subscription rights) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; up and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Series A-2 Preferred Stock shall be entitled to exchange their common stock Series A-2 Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In connection with any other adjustment to the number or kind of securities issuable hereunder or in the applicable Exercise Price thereof, the Company shall send written notice thereof to the Warrantholder not less than fifteen (15) Business Days after the event or condition triggering such adjustment. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number and/or kind of Warrant Shares shares or other securities subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(e) hereof.

Notice of Adjustments. If: (i1) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii2) the Company shall offer for subscription pro rata to the holders of any class of common stock its Common or other convertible stock any additional shares of stock of any class or other rights; (iii3) there shall occur be any Class A Common Stock Change EventRecapitalization; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v4) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; or (5) any other event requiring an adjustment of the number of shares purchasable hereunder to be adjusted pursuant to this Section 8, then, in connection with each such event, the Company shall send to Warrantholder: (Athe Warrantholder at the Company’s expense and pursuant to Section 13(e) hereof at least thirty twenty (3020) days’ prior written notice of the date date: (A) on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Eventa Recapitalization, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change EventRecapitalization, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change EventRecapitalization, dissolution, liquidation or winding up). In the case of an Initial Public Offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, calculated and (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for as shown on the books of the Company. The Company shall give the Warrantholder set forth in a statement no less often than quarterly, showing the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or ownership of the Company on a fully-diluted basis, organized by class of shares, including but not limited to the total number of shares into which this Protection Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentAgreement is exchangeable.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and if applicable (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, if applicable (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each 5 6 such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder at least twenty (20) days, written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon payable in its stock, whether in stock, cash, property or other securities; (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iii) there shall occur any Class A Common Stock Change Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stockCommon Stock, whether in stock, cash, property or other securitiessecurities (other than with respect to any equity or equity equivalent security issued pursuant to any Rights Plan adopted by the Company’s Board of Directors); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock or other convertible stock Common Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if if, pursuant to an adjustment right in this Section 8, any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, in accordance with Section 12(g)(i) or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at (iii). To the address for Warrantholder set forth in extent that any of the registry items referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number foregoing clauses (A)-(D) are not determinable as of Warrant Shares purchasable hereunder (assuming no Net Issuance)the date of such written notice, then the Company shall execute and deliverwritten notice shall, to Warrantholderif applicable, an amended Schedule A hereto reflecting include a good faith estimate of such adjustmentitems.

Notice of Adjustments. If: (iI) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall shall, if such Warrant Stock is Series E Preferred Stock or Series F Preferred Stock, offer for subscription pro rata prorata to the holders of any class of common stock or other convertible stock its Warrant Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which such the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Warrant Stock shall be entitled to exchange their common stock Warrant Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date hereof. Each such written notice shall set forth, in reasonable detail, (iI) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company company shall declare any dividend --------------------- or distribution upon its stock, whether in stockcash (except for regular cash dividends as set forth in the terms of the Preferred Stock Section 4 A(l)(d) of the Charter), cashproperty, property stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up)) . In the case of a public offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (DV) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company there shall offer for subscription pro rata to the holders of be any class of common stock or other convertible stock any additional shares of stock of any class or other rightsMerger Event; (iii) there shall occur any Class A Common Stock Change Eventbe an Initial Public Offering; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least ten (10) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; , (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible capital stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock or other convertible stock its Common Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date hereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i1) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an initial public offering; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe an Initial Public Offering; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (for subscription rights notice only need be provided to the extent the Company provides notice to all existing Series E Preferred stockholders) (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Hercules consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata to the holders of grant, issue or sell any class of common stock or other convertible stock any additional shares of stock of any class or other rightsPurchase Rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to WarrantholderHercules: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Company Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Company Stock shall be entitled to exchange their common stock Company Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give Hercules at least ten (10) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder Hercules at the address for Warrantholder Hercules set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.Zosano Pharma Warrant

Notice of Adjustments. If: (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in, cash (except for regular cash dividends as set forth in stockthe terms of the Preferred Stock Section 4 A(1) (d) of the Charter), cashproperty, property stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (iii) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least ten (10) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: If (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred Class C Shares or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Class C Shares shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Class C Shares shall be entitled to exchange their common stock Preferred Class C Shares for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least ten (10) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend --------------------- or distribution upon its stock, whether in stock, cash, property property, stock or other securitiessecurities (excluding any dividend or distribution for which an adjustment will be made pursuant to Section 8(d)); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to Warrantholder: the Warrantholder (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Promptly following any adjustment to the Exercise Price or the number and character of securities issuable upon exercise of this Warrant effected pursuant to this Section 8, the Company shall provide written notice of such adjustment to the Warrantholder. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Hercules consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata to the holders of grant, issue or sell any class of common stock or other convertible stock any additional shares of stock of any class or other rightsPurchase Rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to WarrantholderHercules: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Company Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Company Stock shall be entitled to exchange their common stock Company Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(g) below.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securitiessecurities (assuming Warrantholder consents to a dividend involving cash, property or other securities under the Loan Agreement); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock or other convertible stock its Preferred Stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vvi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty fifteen (3015) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, sale, lease, license or other transfer of all or substantially all of the Company’s assets, dissolution, liquidation or winding up, at least thirty fifteen (3015) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least fifteen (15) days’ written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall only be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder at provided in the address for Warrantholder manner set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance12(g)(i), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock or other convertible its stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, ,dissolution, liquidation or winding up, at least thirty ten (3010) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Common Stock shall be entitled to exchange their common stock Common Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices Price (if the Exercise Prices have Price has been adjusted), and (D) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be deemed given by first class mail, postage prepaid, or by reputable overnight courier if provided in accordance with all charges prepaid, addressed to Warrantholder at the address for Warrantholder set forth in the registry referred to in terms of Section 7. If any event results in an adjustment to any Exercise Price or to the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustment12(f) below.

Notice of Adjustments. If: (i) Whenever either the Company shall declare any dividend Purchase Price or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders number of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur any Class A Common Stock Change Event; (iv) purchasable under the Company shall sell, lease, license or otherwise transfer all or substantially all terms of its assets; or (v) there the Warrants at that Purchase Price shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such eventadjusted pursuant to Section 6 hereof, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books of the Company shall close promptly make a certificate signed by its President or a record shall be taken for such dividendVice President and by its Treasurer or Assistant Treasurer or its Secretary or Assistant Secretary, distribution, subscription rights (specifying the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Event, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock shall be entitled to exchange their common stock for securities or other property deliverable upon such Class A Common Stock Change Event, dissolution, liquidation or winding up). Each such written notice shall set forth, setting froth in reasonable detail, (i) detail the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (B) the method by which such adjustment was calculated, calculated (C) including a description of the adjusted Exercise Prices (if basis on which the Exercise Prices have been adjustedCompany's Board of Directors made any determination hereunder), and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) Purchase Price after giving effect to such adjustment, and shall promptly cause copies of such certificate to be given mailed (by first class mail, and postage prepaid) to the registered holders of the Warrants. In the event the Company shall, or by reputable overnight courier with all charges prepaidat a time when the Warrants are exercisable, addressed take any action which pursuant to Warrantholder at the address for Warrantholder set forth in the registry referred to in paragraphs (a) through (d) of Section 7. If any event results 6 may result in an adjustment to any Exercise of the Purchase Price or to the total number of Warrant Shares shares of Common Stock purchasable hereunder at that Purchase Price upon exercise of the Warrants or (assuming no Net Issuance), then i) the Company shall execute offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (ii) a voluntary or involuntary dissolution, liquidation or winding of the Company shall occur; then, in any one or more of such events set forth above, the Company shall, in order to afford to such holders of the Warrants an opportunity to exercise the Warrants and deliverto purchase shares of Common Stock of the Company prior to such action becoming effective, give written notice of such event to Warrantholderthe Holder or Holders of this Warrant at the same time and in the same form as such notice is given to the shareholders of the Company. Such notice shall specify the date on which the holders of Common Stock shall be entitled to receive such rights, an amended Schedule A hereto reflecting dividends, distribution or subscription rights or to exchange their Common Stock for stock or other securities or other property deliverable upon such adjustmentreorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least fifteen (15) days prior to the record date or on which the Company's books are closed in respect thereof. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding-up or sale.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property property, stock or other securities; (ii) the Company shall offer for subscription pro rata prorata to the holders of any class of common stock its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; (iv) the Company there shall sell, lease, license or otherwise transfer all or substantially all of its assetsbe a public offering; or (v) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty twenty (3020) days’ ' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of common stock Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up, at least thirty twenty (3020) days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Preferred Stock shall be entitled to exchange their common stock Preferred Stock for securities or other property deliverable upon such Class A Common Stock Change Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring the noticeadjustment, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, (Biii) the method by which such adjustment was calculated, (Civ) the adjusted Exercise Prices (if the Exercise Prices have been adjusted)Price, and (Dv) the total number of Warrant Shares shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder the Warrantholder, at the address for Warrantholder set forth in as shown on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to books of the total number of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentCompany.

Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall securities or offer for subscription pro rata to the holders of any class of common stock or other convertible stock its securities any additional shares of stock of securities; (ii) there shall be any class Merger Event, Direct Listing or other rightsSPAC Transaction; (iii) there shall occur any Class A Common Stock Change Eventbe an IPO; (iviii) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to WarrantholderHolder: (A) at least thirty ten (3010) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividendevent described in (i), distribution(ii) or (iii), subscription rights above, (specifying the date on which Holders of the holders of common stock Company’s securities shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Event, dissolution, liquidation event or winding upfor exchanging shares of stock for securities or other property deliverable upon such event); and (B) in the case of any such Class A Common Stock Change an IPO, Merger Event, dissolutionDirect Listing or SPAC Transaction, liquidation or winding up, the Company shall give Holder at least thirty (30) days’ prior written notice prior to the effective date thereof. Any such notice shall state the event giving rise to the adjustment, including adjustment of the date when Exercise Price as adjusted and the same shall take place (and specifying the date on which the holders number of common stock shall be entitled to exchange their common stock for securities or other property deliverable purchasable upon such Class A Common Stock Change Eventthe exercise of the rights under this Warrant, dissolution, liquidation or winding up). Each such written notice shall set forth, setting forth in reasonable detaildetail the method of calculation of each. The Company shall, upon the written request of Hxxxxx, furnish or cause to be furnished to Holder a certificate setting forth (x) such adjustments, (iy) the event requiring Exercise Price at the notice, time in effect and (ii) if any adjustment is required to be made, (Az) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustmentsecurities and the amount, and shall be given by first class mailif any, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to Warrantholder of other property that at the address for Warrantholder set forth in the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to the total number time would be received upon exercise of Warrant Shares purchasable hereunder (assuming no Net Issuance), then the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentthis Warrant.