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. 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 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 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: (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: (ia) Whenever the per share Warrant Price or number of shares deliverable upon exercise of this Warrant shall be adjusted pursuant to this Section 3, Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) promptly prepare a certificate signed by 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 President or a record shall be taken for such dividend, distribution, subscription rights (specifying Vice President and by the date on which the holders Treasurer 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 Company 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, calculated (C) including a description of the adjusted Exercise Prices (if basis on which the Exercise Prices have been adjustedBoard of Directors of Company made any determination hereunder), and shall promptly cause copies of such certificate to be mailed in the manner provided in Section 12.1 of the Warrant Agreement to the holder of this Warrant. (Db) 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 The adjustment set forth in the registry certificate furnished pursuant to Section 3.8(a) shall be final and binding unless, within 90 days after receipt thereof, the Majority Holders of the Warrants deliver to Company a written statement of objection to such adjustment. (i) In the event of any such statement of objection by said Majority Holders, Company's accountants and a firm of independent public accountants selected by said Majority Holders shall attempt to prepare a computation in which both accountants concur. Any such joint computation shall be set forth in a joint certificate to each holder of the Warrants and Company and shall be final and binding. (ii) If Company's accountants and said Majority Holders' accountants are unable to resolve their differences within 30 days after the receipt by Company of said Majority Holders' statement of objection, they shall submit the matter to a third firm of independent certified public accountants of nationally recognized standing agreed upon by said Majority Holders and Company or, if said Majority Holders and Company are unable to agree within 10 days after the expiration of said 30-day period, to such firm designated by the then president of the state society of certified public accountants for the state in which Company maintains its principal place of business. Such third firm of accountants shall thereupon compute the amount of the adjustment and, upon completion of such computation, shall transmit its certificate to each holder of the Warrants and Company setting forth such computations, which shall be final and binding. (iii) The fees and expenses of all accountants referred to in this 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 3.8(b) shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentbe borne by Company.

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 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: 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) 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 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) 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 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 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 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: In the event that (i) the Company shall declare any dividend or distribution upon its stock, whether in cash, property, 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 Common 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 Event; (iv) the Company shall sellcapital reorganization, leasereclassification, license consolidation, merger or otherwise transfer sale of all or substantially all of its the Company’s assets; or (viv) there shall be any voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; , then, in connection with each such event, the Company shall send to the Warrantholder: : (Ai) at At least thirty (30) 20 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 Eventcapital reorganization, reclassification, consolidation, merger, dissolution, liquidation liquidation, or winding up; and and (Bii) in In the case of any such Class A Common Stock Change Eventcapital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company’s assets, dissolution, liquidation or winding up, at least thirty (30) 20 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 Eventcapital reorganization, reclassification, consolidation, merger, or sale of all or substantially all of the Company’s assets, dissolution, liquidation liquidation, or winding up). Each such written notice shall set forth, as applicable and 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; (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) Whenever the Company shall declare number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any dividend calculation of a simple average of daily volume-weighted average prices, or distribution upon its stockthe simple average of the Closing Prices, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class a share 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 eventis adjusted as herein provided, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice compute the adjusted number of Base Shares payable on a voluntary conversion or Auto-Conversion, the date on which Auto-Conversion Price, the books Threshold Price or calculation of a simple average of daily volume-weighted average prices of a share of Common Stock in accordance with Section 12.04 and shall prepare a certificate signed by the Chief Financial Officer of the Company shall close setting forth the adjusted number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or calculation of a record shall be taken for such dividendsimple average of daily volume-weighted average prices, distributionor the simple average of the Closing Prices, subscription rights (specifying the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect a share 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, showing in reasonable detail, (i) detail 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 facts upon which such adjustment was calculatedis based, and such certificate shall forthwith be filed (Cwith a copy to the Trustee or the Conversion Agent) at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.02; and the Company shall forthwith cause a notice setting forth the adjusted Exercise Prices (if the Exercise Prices have been adjusted), and (D) the total number of Warrant Base Shares subject payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price or the Threshold Price, to purchase hereunder (assuming no Net Issuance) after giving effect to such adjustmentbe mailed, and shall be given by first class mail, postage prepaid, to each Holder of Notes at its address appearing on the Note Register. Unless and until the Trustee (and the Conversion Agent, as the case may be) shall receive such notice, the Trustee (and the Conversion Agent, as the case may be) may assume without inquiry that the number of Base Shares payable on a voluntary conversion or by reputable overnight courier with all charges prepaidAuto-Conversion, addressed to Warrantholder at the address for Warrantholder set forth in Auto-Conversion Price, the registry referred to in Section 7. If any event results in an adjustment to any Exercise Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock have not been, and are not required to be, adjusted and that the total last number of Warrant Base Shares purchasable hereunder (assuming no Net Issuance)payable on a voluntary conversion or Auto-Conversion, then the Company shall execute and deliverAuto-Conversion Price, to Warrantholderthe Threshold Price or calculation of a simple average of daily volume-weighted average prices, an amended Schedule A hereto reflecting such adjustmentor the simple average of the Closing Prices, of a share of Common Stock of which it has written notice remains in effect.

Notice of Adjustments. If: (ia) Whenever the Company shall declare any dividend Exercise Price or distribution upon its stock, whether in stock, cash, property number or other securities; (ii) the Company shall offer for subscription pro rata to the holders type 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 purchasable hereunder shall be any voluntary dissolution, liquidation adjusted or winding up of the Company; then, in connection with each such eventreadjusted pursuant to Section 9 hereof, the Company shall send promptly, at the Company’s expense, (i) issue a notice setting forth, in reasonable detail, the event requiring the adjustment or readjustment, the amount of the adjustment or readjustment, the method by which such adjustment was calculated and the Exercise Price and number of shares purchasable hereunder after giving effect to Warrantholder: such adjustment and the amount, if any, of other property that at the time would be received upon exercise of the Warrant, all after giving effect to such adjustment or readjustment and (Aii) at least thirty mail a copy of such certificate to the Holder of this Warrant in accordance with Section 14 hereof to the address provided on the signature page to this Warrant. (30b) days’ prior In the event of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any merger or consolidation of the Company with or into another corporation, or any Liquidity Event, then, and in each such case, the Company shall provide the Holder with written notice of which shall, among other things, specify, as applicable, the date on which such reorganization, reclassification, merger or consolidation, or Liquidity Event is to take place, and the books time, if any is to be fixed, as 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 record 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 capital stock shall be entitled to exchange their common shares of capital stock for securities and/or cash and/or or other property deliverable upon any such Class A Common Stock Change reorganization, reclassification, merger or consolidation or Liquidity Event, dissolution, liquidation or winding up)as the case may be. Each such written Such notice shall set forthbe mailed at least 10 days prior to the date therein specified for the occurrence of any of the foregoing events. (c) All such notices, in reasonable detail, (i) the event requiring the notice, advice 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 communications 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 Section 14 hereof. (d) The notice period shall begin on the registry referred to in Section 7. If any event results in an adjustment to any Exercise Price or to date Holder actually receives a written notice containing all 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 adjustmentinformation specified above.

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: (ia) Whenever the per share Warrant Price or number of shares deliverable upon exercise of this Warrant shall be adjusted pursuant to this Section 3, Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) promptly prepare a certificate signed by 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 President or a record shall be taken for such dividend, distribution, subscription rights (specifying Vice President and by the date on which the holders Treasurer 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 Company 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, calculated (C) including a description of the adjusted Exercise Prices (if basis on which the Exercise Prices have been adjustedBoard of Directors of Company made any determination hereunder), and shall promptly cause copies of such certificate to be mailed in the manner provided in Section 12.1 of the Warrant Agreement to the holder of this Warrant. (Db) 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 The adjustment set forth in the registry certificate furnished pursuant to Section 3.8(a) shall be final and binding unless, within 90 days after receipt thereof, the Majority Holders deliver to Company a written statement of objection to such adjustment. (i) In the event of any such statement of objection by said Majority Holders, Company's accountants and a firm of independent public accountants selected by said Majority Holders shall attempt to prepare a computation in which both accountants concur. Any such joint computation shall be set forth in a joint certificate to each holder of the Warrants and Company and shall be final and binding. (ii) If Company's accountants and said Majority Holders' accountants are unable to resolve their differences within 30 days after the receipt by Company of said Majority Holders' statement of objection, they shall submit the matter to a third firm of independent certified public accountants of nationally recognized standing agreed upon by said Majority Holders and Company or, if said Majority Holders and Company are unable to agree within 10 days after the expiration of said 30-day period, to such firm designated by the then president of the state society of certified public accountants for the state in which Company maintains its principal place of business. Such third firm of accountants shall thereupon compute the amount of the adjustment and, upon completion of such computation, shall transmit its certificate to each holder of the Warrants and Company setting forth such computations, which shall be final and binding. (iii) The fees and expenses of all accountants referred to in this 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 3.8(b) shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentbe borne by Company.

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 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 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 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 (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 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 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: (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 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 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 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 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 noticeapplicable event, and (ii) if any adjustment is required to be made, (A) the amount of such the adjustment, if any, (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 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 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) 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) 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 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 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; (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 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 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) Whenever any of the Company shall declare any dividend Exercise Price or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to --------------------- number of securities purchasable under the holders terms 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 this Warrant at that Exercise Price shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such eventadjusted pursuant to Section 2 hereof, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of promptly notify 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 Warrantholder in respect writing of such Class A Common Stock Change Eventadjustment, 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 forth 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, (C) the adjusted Exercise Prices (if and the Exercise Prices have been adjusted), Price and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) shares of Common Stock or other securities purchasable at that Exercise Price after giving effect to such adjustment, and . Such notice shall be given mailed (by first class mail, and postage prepaid) to the registered Warrantholder. In the event of: (a) The taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right for which no adjustment is required by reputable overnight courier with the operation of this Section 2, (b) Any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all charges prepaid, addressed to Warrantholder at or substantially all of the address for Warrantholder set forth in assets of the registry referred to in Section 7. If any event results in an adjustment Company to any Exercise Price other person or any consolidation or merger involving the Company for which no adjustment is required by the operation of this Section 2, or (c) Any voluntary or involuntary dissolution, liquidation, or winding-up of the Company, the Company will mail 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 at its last address at least ten (10) days prior to the earliest date specified therein as described below, a notice specifying: (i) The date on which any such adjustmentrecord is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right; and (ii) The date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective and the record date for determining shareholders entitled to vote thereon. Failure to give any notice required under this Section 2.6, or any defect in such notice, shall not affect the legality or validity of the underlying corporate action taken or transaction entered into by the Company.

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 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: (ia) Upon the occurrence of each adjustment or readjustment pursuant to Section 3, the Company at its expense shall declare promptly compute such adjustment or readjustment in accordance with the terms hereof and provide notice to the Holder signed by the Company’s Chief Financial Officer or Chief Executive Officer setting forth, in reasonable detail, the event requiring the adjustment or readjustment, the amount of the adjustment or readjustment, the method by which such adjustment or readjustment was calculated, and the number and class of Warrant Shares which may be purchased after giving effect to such adjustment or readjustment. (b) If at any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) time the Company shall offer for subscription pro rata to the holders of any class of common Ordinary Shares (or other stock or other convertible stock securities at the time receivable upon the exercise of this Warrant) any additional shares of stock any class, other rights or any equity security of any class kind, or other rights; (iii) there shall occur be any Class A Common Stock Change Event; (iv) public offering, capital reorganization or reclassification of the capital shares of the Company, or consolidation or merger of the Company shall sellwith, lease, license or otherwise transfer sale of all or substantially all of its assets; assets to another company or (v) there shall be any a voluntary or involuntary dissolution, liquidation or winding up of the Company; , or other transaction described in Section 3, 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 the Holder prior written notice notice, by registered or certified mail, postage prepaid, of the date on which the books of the Company shall close or (i) a record shall be taken for such dividend, distribution, subscription rights or (specifying the date on which the holders of common stock shall be entitled theretoii) 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 or other transaction shall take place, as the case may be. Such notice shall also specify the date as of any which the holders of record of Ordinary Shares (or other stock or securities at the time receivable upon the exercise of this Warrant) shall participate in such Class A Common Stock Change Eventsubscription rights, or shall be entitled to exchange their securities for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice of etc. as 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)case may be. Each such 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 least fourteen (14) days prior to the total number of Warrant Shares purchasable hereunder action in question and not less than fourteen (assuming no Net Issuance), then 14) days prior to the Company shall execute and deliver, to Warrantholder, an amended Schedule A hereto reflecting such adjustmentrecord date in respect thereto.

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, 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 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 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: Subject to Section 5.3(c) of the Investment Agreement, whenever the Conversion Rate or, if applicable, the Preferred Conversion Rate is adjusted as provided under this Section 10, the Company shall as soon as reasonably practicable following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) or the date the Company makes an adjustment pursuant to Section 10(f): (i) compute the adjusted applicable Conversion Rate in accordance with this Section 10; and (ii) in the event that 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 give notice 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 sellof, leaseor publicly announces or publicly discloses, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up action of the Company; then, type described in connection with each such eventSection 10 (but only if the action of the type described in Section 10 would result in an adjustment to the Conversion Price or a change in the type of securities or property to be delivered upon conversion of the Series B-2 Preferred Stock), the Company shall send to Warrantholder: (A) shall, 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 time of such Class A Common Stock Change Eventnotice, dissolutionannouncement or disclosure, liquidation or winding up; and (B) in the case of any such Class A Common Stock Change Event, dissolution, liquidation or winding upaction that would require the fixing of a record date, at least thirty ten (3010) days’ days prior written to such record date, give notice of to each Holder by mail, first-class postage prepaid, at the date when address appearing in the same Register, which notice shall take place (and specifying specify the record date, if any, with respect to any such action, the approximate date on which such action is to take place and the holders of common stock facts with respect to such action as shall be entitled reasonably necessary to exchange their common stock for indicate the effect on the Conversion Price and the number, kind or class of shares or other securities or other property property, which shall be deliverable upon such Class A Common conversion or redemption of the Series B-2 Preferred Stock Change Eventand the Conversion Shares; and (iii) whenever the Conversion Price shall be adjusted pursuant to one or more provisions of Section 10, dissolutionthe Company shall, liquidation or winding upas soon as practicable following the determination of the revised Conversion Price (and the resulting Preferred Stock Conversion Price). 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) file at the amount principal office of the Company, a statement showing in reasonable detail the facts requiring such adjustment, the Conversion Price (Band the Preferred Stock Conversion Price) that shall be in effect after such adjustment and the method by which such the adjustment to the Conversion Price (and Preferred Stock Conversion Price) was calculated, (C) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), determined and (DB) cause a copy of such statement to be sent in 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 manner set forth in the registry referred clause (ii) 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 adjustmenteach Holder.

Notice of Adjustments. If: (i) Whenever any of the Company shall declare any dividend Exercise Price or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to --------------------- number of securities purchasable under the holders terms 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 this Warrant at that Exercise Price shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such eventadjusted pursuant to Section 2 hereof, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of promptly notify 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 Warrantholder in respect writing of such Class A Common Stock Change Eventadjustment, 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 forth 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, (C) the adjusted Exercise Prices (if and the Exercise Prices have been adjusted), Price and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) shares of Common Stock or other securities issuable at that Exercise Price after giving effect to such adjustment, and . Such notice shall be given mailed (by first class mail, and postage prepaid) to the registered Warrantholder. In the event of: (a) The taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right for which no adjustment is required by reputable overnight courier with the operation of this Section 2, (b) Any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all charges prepaid, addressed to Warrantholder at or substantially all of the address for Warrantholder set forth in assets of the registry referred to in Section 7. If any event results in an adjustment Company to any Exercise Price other person or any consolidation or merger involving the Company for which no adjustment is required by the operation of this Section 2, or (c) Any voluntary or involuntary dissolution, liquidation, or winding-up of the Company, the Company will mail (by first class and postage prepaid) 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 at its last address at least ten (10) days prior to the earliest date specified therein as described below, a notice specifying: (1) (i) The date on which any such adjustmentrecord is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right; and (2) (ii) The date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective and the record date for determining shareholders entitled to vote thereon. Failure to give any notice required under this Section 2.6, or any defect in such notice, shall not affect the legality or validity of the underlying corporate action taken or transaction entered into by the Company.

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 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 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: Whenever the Conversion Price is adjusted as provided under this Section 11, the Company shall as soon as reasonably practicable following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) or the date the Company makes an adjustment pursuant to Section 11(f): (i) compute the adjusted applicable Conversion Price in accordance with this Section 11; and (ii) (A) in the event that the Company shall declare any dividend give notice or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata make a public announcement to the holders of any class of common stock or other convertible stock any additional shares of stock Common 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 action of the Company; then, type described in connection with each such eventthis Section 11 (but only if the action of the type described in this Section 11 would result in an adjustment to the Conversion Price or a change in the type of securities or property to be delivered upon conversion of the Series A Preferred Stock), the Company shall send to Warrantholder: (A) shall, at the time of such notice or announcement, and in the case of any action that would require the fixing of a record date, at least thirty ten (3010) days’ days prior written to such record date, give notice of to each Holder which notice shall specify the record date, if any, with respect to any such action, the approximate date on which such action is to take place and the books facts with respect to such action as shall be reasonably necessary to indicate the effect on the Conversion Price and the number, kind or class of shares or other securities or property, which shall be deliverable upon conversion or redemption of the Company shall close Series A Preferred Stock 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 event that the Company does not give notice or make a public announcement as set forth in subclause (A) of any this clause (ii), the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to one or more provisions of this Section 11 (or if the Company is not aware of such Class A Common Stock Change Eventoccurrence, dissolutionas soon as practicable after becoming so aware), liquidation provide, or winding upcause to be provided, at least thirty (30) days’ prior a written notice to the Holders of the date when occurrence of such event, in the same shall take place manner and with the same detail as the notice set forth in subclause (and specifying A) of this clause (ii); and (iii) whenever the date on which the holders of common stock Conversion Price shall be entitled adjusted pursuant to exchange their common stock for securities one or other property deliverable upon such Class A Common Stock Change Eventmore provisions of Section 11, dissolutionthe Company shall, liquidation or winding up). Each such written notice shall set forth, in reasonable detail, (i) as soon as practicable following the event requiring determination of the notice, and (ii) if any adjustment is required to be maderevised Conversion Price, (A) file at the amount principal office of the Company, a statement showing in reasonable detail the facts requiring such adjustment, (B) the Conversion Price that shall be in effect after such adjustment and the method by which such the adjustment to the Conversion Price was calculated, (C) the adjusted Exercise Prices (if the Exercise Prices have been adjusted), determined and (DB) the total number cause a copy of Warrant Shares subject such statement to purchase hereunder (assuming no Net Issuance) after giving effect be sent 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 adjustmenteach Holder.

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 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, 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 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) Whenever the Company Series B Preferred Conversion Price shall declare any dividend be adjusted as provided in Section B.7(d) hereof, the Corporation shall file, at its principal office, at the office of the transfer agent for the Series B Preferred Stock, if any, or distribution upon at such other place as may be designated by the Corporation, a statement, signed by its stockPresident and by its Chief Financial Officer, whether showing in stockdetail the facts requiring such adjustment and the Series B Preferred Conversion Price that shall be in effect after such adjustment. The Corporation shall also cause a copy of such statement to be sent by first-class, cashcertified mail, property or other securities; return receipt requested, postage prepaid, to each Series B Preferred Stockholder at such holder's address appearing on the Corporation's records. Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions of Section B.7(e)(ii) hereof. (ii) In the Company event the Corporation shall offer propose to file a registration statement under the Securities Act for subscription pro rata a Public Offering or to take any action of the holders of any class of common stock or other convertible stock any additional shares of stock of any class or other rights; types described in clauses (i), (ii), (iii) there shall occur any Class A Common Stock Change Event; or (iv) of Section B.7(d) hereof, the Company Corporation 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; thengive notice to each Series B Preferred Stockholder, in connection the manner set forth in Section B.7(e)(i) hereof, which shall specify the record date, if any, with each respect to any such event, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of action and the date on which such action is to take place. The notice shall also set forth such facts as are reasonably necessary to indicate the books effect of such action (to the Company shall close extent such effect may be known at the date of such notice) on the Series B Preferred Conversion Price and the number, kind or a record class of shares or other securities or property which shall be taken for such dividend, distribution, subscription rights (specifying deliverable or purchasable upon the date on which the holders of common stock shall be entitled thereto) or for determining rights to vote in respect occurrence of such Class A Common Stock Change Event, dissolution, liquidation action or winding up; and (B) in deliverable upon conversion of shares of Series B Preferred Stock. In the case of any action which would require the fixing of a record date, 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 least ten (10) days prior to the total number date so fixed, and in case of Warrant Shares purchasable hereunder all other action, such notice shall be given at least fifteen (assuming no Net Issuance), then 15) days prior to the Company shall execute and deliver, taking of such proposed action. Failure to Warrantholder, an amended Schedule A hereto reflecting such adjustment.give notice under

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 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 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, 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 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 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 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 (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. IfIn the event that: (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 Event; (iv) the Company shall sellcapital reorganization, leasereclassification, license consolidation, merger or otherwise transfer sale of all or substantially all of its the Company's 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: : (Ai) at At least thirty (30) 20 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 Eventcapital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up; and and (Bii) in In the case of any such Class A Common Stock Change Eventcapital reorganization, reclassification consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up, at least thirty (30) 20 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 Eventcapital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up). 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 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 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, 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 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 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) 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, 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 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 assets; be 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 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 it 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 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 stockPreferred Units, whether in stockunits, 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; (iviii) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (viv) there shall be any reorganization, 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 Units shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Merger Event, reorganization, 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, reorganization, 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 Units shall be entitled to exchange their common stock Preferred Units for securities or other property deliverable upon such Class A Common Stock Change Merger Event, reorganization, 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 units 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 adjustment13(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 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 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) Whenever any of the Company shall declare any dividend Exercise Price or distribution upon its stock, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to number of securities purchasable under the holders terms 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 this Warrant at that Exercise Price shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such eventadjusted pursuant to Section 2 hereof, the Company shall send to Warrantholder: (A) at least thirty (30) days’ prior written notice of promptly notify 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 Warrantholder in respect writing of such Class A Common Stock Change Eventadjustment, 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 forth 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, (C) the adjusted Exercise Prices (if and the Exercise Prices have been adjusted), Price and (D) the total number of Warrant Shares subject to purchase hereunder (assuming no Net Issuance) shares of Common Stock or other securities issuable at that Exercise Price after giving effect to such adjustment, and . Such notice shall be given mailed (by first class mail, and postage prepaid) to the registered Warrantholder. In the event of: (a) The taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right for which no adjustment is required by reputable overnight courier with the operation of this Section 2, (b) Any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all charges prepaid, addressed to Warrantholder at or substantially all of the address for Warrantholder set forth in assets of the registry referred to in Section 7. If any event results in an adjustment Company to any Exercise Price other person or any consolidation or merger involving the Company for which no adjustment is required by the operation of this Section 2, or (c) Any voluntary or involuntary dissolution, liquidation, or winding-up of the Company, the Company will mail (by first class and postage prepaid) 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 at its last address at least ten (10) days prior to the earliest date specified therein as described below, a notice specifying: (i) The date on which any such adjustment.record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right; and (ii) The date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective and the record date for determining shareholders entitled to vote thereon. Failure to give any notice required under this Section 2.8, or any defect in such notice, shall not affect the legality or validity of the underlying corporate action taken or transaction entered into by the Company. 8 CONFIDENTIAL

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 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 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 adjustment13(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 its Preferred of 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 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 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 Event, 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 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 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 to the holders of any class of common stock its Preferred or other convertible stock any additional shares shams of stock of any class or other rights; (iii) there shall occur be any Class A Common Stock Change Merger Event; or (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there ire 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 data on which the holders of common stock Preferred Stock shall be entitled titled 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 (30twenty.(20) 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 tire 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 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 closing 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 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 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 proposed 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 overnight mail or certified 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 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 Companycompany; 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 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. IfIn the event that: (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 or other convertible its capital 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) the Company shall sellcapital reorganization, leasereclassification, license consolidation, merger or otherwise transfer sale of all or substantially all of its the Company's 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: : (Ai) at At least thirty (30) 20 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 Shares shall be entitled thereto) or for determining rights to vote in respect of such Class A Common Stock Change Eventcapital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding upup (other than such a transaction constituting a Change of Control), and at least 45 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the right to vote in respect of a Change of Control; and and (Bii) in In the case of any such Class A Common Stock Change Eventcapital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding upup (other than such a transaction constituting a Change of Control), at least thirty (30) 20 days’ ' prior written notice of the date when the same shall take place (and specifying the date on which the holders of common stock Shares shall be entitled to exchange their common stock Shares for securities or other property deliverable upon such Class A Common Stock Change Eventcapital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up), and, in the case of any Change of Control, at least 45 days' prior written notice of the date when the Change of Control shall take place. 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 cash 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 its capital stock or other convertible stock if any, any additional shares of stock of any class or other rightsrights (other than in accordance with the Third Amended and Restated Investors’ Rights Agreement of even date herewith, 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 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; 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 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 connection with any other adjustment to the number or kind of securities issuable hereunder or in the applicable Exercise Price hereof, 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: 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 stockthe outstanding shares of the Class, whether in stock, cash, property or other securities; (ii) the Company shall offer for subscription pro rata to the holders of any class the outstanding shares of common stock or other convertible stock the Class 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 shares of the Class 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 .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 shares of the Class shall be entitled to exchange their common stock for shares for, or otherwise receive, 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.