Common use of Pro Rata Repurchase Offer of Common Stock Clause in Contracts

Pro Rata Repurchase Offer of Common Stock. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula: EP1 = EP0 x (OS0 x CP0) – AP (OS0 – SP) x CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.4 (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.4; OS0 = the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer; CP0 = the Current Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer; AP = the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non- cash consideration included therein) paid for the shares of Common Stock in the Pro Rata Repurchase Offer; and SP = the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer. In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 5.4.

Pro Rata Repurchase Offer of Common Stock. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula: EP1 = EP0 x (OS0 x CP0) – AP (OS0 – SP) x CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.4 5.1(c) (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.45.1(c); OS0 = the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer; CP0 = the Current Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer; AP = the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non- non-cash consideration included therein) paid for the shares of Common Stock in the Pro Rata Repurchase Offer; and SP = the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer. In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 5.45.1(c). In the event of any adjustments made pursuant to this Section 5.1, The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate, the applicable cashless exercise ratio. The number of shares of Common Stock to be issued on such exercise will be determined by the company (with written notice thereof to the Warrant Agent) using the formulae set forth in this Section 5.1. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of shares of Common Stock to be issued on such exercise, pursuant to this Section 5.1, is accurate or correct.

Pro Rata Repurchase Offer of Common Stock. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula: EP1 = EP0 x (OS0 x CP0) – AP (OS0 – SP) x CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.4 5.1(c) (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.45.1(c); OS0 = the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer; CP0 = the Current Closing Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer; AP = the aggregate purchase price (including the fair market value, as determined in good faith by the Board of DirectorsDirectors of the Company, of any non- non-cash consideration included therein) paid for the shares of Common Stock in the Pro Rata Repurchase Offer; and SP = the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer. In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 5.45.1(c).

Pro Rata Repurchase Offer of Common Stock. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula: EP1 = EP0 x * (OS0 x * CP0) – - AP (OS0 – SP- SP0) x * CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.4 5.3 (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.45.3; OS0 = the number of Fully Diluted shares of Class A Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer; CP0 = the Current Sale Price of a share of Class A Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer; AP = the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non- non-cash consideration included therein) paid for the shares of Common Stock in the Pro Rata Repurchase Offer; and SP SP0 = the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer. In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 5.45.3.

Pro Rata Repurchase Offer of Common Stock. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula: EP1 = EP0 x (OS0 x CP0) – AP (OS0 – SP) x CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.4 5.3 (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.45.3; OS0 = the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer; CP0 = the Current Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer; AP = the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non- non-cash consideration included therein) paid for the shares of Common Stock in the Pro Rata Repurchase Offer; and SP = the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer. In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 5.45.3.

Pro Rata Repurchase Offer of Common Stock. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula: EP1 = EP0 x (OS0 x(OS0 x CP0) – AP (OS0 – SP) x CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.4 5.3 (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.45.3; OS0 = the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer; CP0 = the Current Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer; AP = the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non- non-cash consideration included therein) paid for the shares of Common Stock in the Pro Rata Repurchase Offer; and SP = the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer. In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 5.45.3.

Pro Rata Repurchase Offer of Common Stock. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula: EP1 = EP0 x (OS0 x(OS0 x CP0) – AP (OS0 – SP) x CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.4 (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.4; OS0 = the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer; CP0 = the Current Sale Price of a share of Class A Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer; AP = the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non- non-cash consideration included therein) paid for the shares of Common Stock in the Pro Rata Repurchase Offer; and SP = the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer. In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 5.4.

Pro Rata Repurchase Offer of Common Stock. If at any time after the issuance of the Warrants Warrant but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula: EP1 = EP0 x (OS0 x CP0) – AP (OS0 – SP) x CP0 where EP1 = the Exercise Price in effect immediately following the application of the adjustments in this Section 5.4 4.3 (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this Section 5.44.3; OS0 = the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer; CP0 = the Current Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer; AP = the aggregate purchase price (including the fair market value, as determined in good faith by the reasonable discretion of the Board of Directors, of any non- non-cash consideration included therein) paid for the shares of Common Stock in the Pro Rata Repurchase Offer; and SP = the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer. In such event, the Warrant Exercise Shares issuable upon the exercise of each the Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants Warrant shall be made pursuant to this Section 5.44.3.