Common use of Rights Offerings Clause in Contracts

Rights Offerings. If the Company grants, issues or sells Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (each, a “Common Stock Equivalent”), or other rights to purchase stock, warrants, securities or other property pro-rata to the record holders of the Company’s Common Stock (each, a “Purchase Right”), the Company shall give the Warrant Holder notice, in writing, not less than ten (10) Business Days prior to the record date for the receipt of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of

Rights Offerings. If the Company grants, issues to all or sells substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a distribution in stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the nature announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument price per share that is convertible into or exercisable or exchangeable for, or otherwise entitles less than the holder thereof to receive, average of the daily volume-weighted average trading prices of the Common Stock (eachfor the 10 consecutive trading day period ending on, a “Common Stock Equivalent”)and including, or other rights to purchase stockthe trading day immediately preceding the date of announcement of such issuance, warrants, securities or other property pro-rata to at the record holders sole discretion of the Company’s Common Stock (each, a “Purchase Right”)Registered Holder, the Company shall give Registered Holder may elect (including a partial election whereby the Warrant Registered Holder notice, receives the proportionate benefits of subclauses (1) and (2) herein) either (1) to receive a number of rights that reflects the amount of rights the Registered Holders would have received had it exercised its Sponsor Warrants in writing, not less than ten (10) Business Days full prior to the record rights offering and received Common Stock, or (2) to have the Warrant Price reduced based on the following formula: Warrant Price (Adjusted) = WP(Pre) * [(OS0 + Y)/(OS0 + X)] where, WP(Pre) = the Warrant Price in effect immediately prior to the open of business on the ex-dividend date for the receipt of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held issuance; OS0 = the number of shares of Common Stock acquirable upon complete exercise outstanding immediately prior to the open of this Warrant immediately before business on such ex-dividend date; X = the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the daily volume-weighted average trading prices of the Common Stock over the 10-consecutive-trading-day-period ending on, and including, the trading day immediately preceding the date of announcement of the issuance of such rights, options or warrants. If any event requiring adjustment under this Section 4.10 occurs at any time following the Business Combination, the Number of Sponsor Warrant Shares shall be adjusted as follows: Number of Sponsor Warrant Shares (Adjusted) = SWSPre * [(OS0 + X)/(OS0 + Y)] where, SWSPre means the Number of Sponsor Warrant Shares immediately prior to such event; and, OS0, X and Y are each as defined above. Any amendment made under this Section 4.10 shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the ex-dividend date for such issuance. To the extent that any rights, options or warrants that triggered a decrease in Warrant Price under this Section 4.10 shall expire unexercised, the decrease shall be recalculated as though such expired rights, options or warrants had never been issued. For purposes of this Section 4.10, in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of daily volume-weighted average trading prices of the Common Stock referred to in the beginning of this Section 4.10, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined for in good faith by the grant, issue or sale ofBoard.

Rights Offerings. If the Company grants, issues or sells Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (each, a “Common Stock Equivalent”), or other rights to purchase stock, warrants, securities or other property pro-rata to the record holders of the Company’s Common Stock (each, a “Purchase Right”), the Company shall give the Warrant Holder notice, in writing, not less than ten (10) Business Days prior to the record date for the receipt of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale ofof such Purchase Rights. In the event a Warrant Holder does not elect, in writing, to receive the applicable Purchase Rights within the Rights Offering Election Period, the then-current Purchase Price of the shares of Common Stock acquirable upon complete exercise of this Warrant on the record date set forth in the preceding sentence shall be adjusted downward by an amount equal to the fair market value of the Purchase Rights as of the applicable record date (as determined by the Company’s Board of Directors in good faith).using a pricing model in accordance with accounting principles generally accepted in the United States). Given that the aforementioned downward adjustment is unilaterally made by the Company’s Board of Directors, such adjustments will be favorable to the Warrant Holder, and will be made to negate the dilution event.

Rights Offerings. If In case the Company grantsshall, issues at any time after the ---------------- Date of Grant, issue rights, options or sells warrants to the holders of equity securities of the Company, entitling them to subscribe for or purchase shares of Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is securities convertible into or exercisable or exchangeable forinto Common Stock)(excluding Exempt Securities, or otherwise entitles the holder thereof to receive, as defined in Section 4(l) below)) at a price per share of Common Stock (each, or having a “conversion or exchange price per share of Common Stock Equivalent”), if a security convertible or other rights to purchase stock, warrants, securities or other property pro-rata to the record holders of the Company’s exchangeable into Common Stock (each, a “Purchase Right”), the Company shall give Stock) less than the Warrant Holder notice, in writing, not less than ten (10) Business Days prior to Price on the record date for the receipt of such Purchase Rights issuance (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from or the date of receipt issuance, if there is no record date), the Warrant Price to be in effect on and after such record date (or issuance date, as the case may be) shall be reduced, concurrently with such issue, to a price equal to the consideration received per share in connection with the issuance of such additional shares of Common Stock. In case such purchase or subscription price may be paid in part or in whole in a Purchase Rights Notice (form other than cash, the “Right Offering Election Period”) to inform fair value of such consideration shall be determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. Such adjustment shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants, or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted, or exchanged (as the case may be), then the Warrant Price shall again be adjusted to be the Warrant Price that would then be in writingeffect if such issuance had not occurred; provided however, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder Company shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held adjust the number of shares of Common Stock acquirable Warrant Shares issued upon complete any exercise of this Warrant immediately before after the adjustment required pursuant to this Section 4(f) but prior to the date on which a record such subsequent adjustment is taken for made, in order to equitably reflect the grantfact that such rights, issuance options, warrants, or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are convertible or exchangeable securities were not so issued or expired or ceased to be determined for convertible or exchangeable before they were exercised, converted, or exchanged (as the grant, issue or sale ofcase may be).

Rights Offerings. If In case the Company grantsshall, issues at any time after the ---------------- Date of Grant, issue rights, options or sells warrants to the holders of equity securities of the Company, entitling them to subscribe for or purchase shares of Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is securities convertible into or exercisable or exchangeable forinto Common Stock)(excluding Exempt Securities, or otherwise entitles the holder thereof to receive, as defined in Section 4(l) below)) at a price per share of Common Stock (each, or having a “conversion or exchange price per share of Common Stock Equivalent”), if a security convertible or other rights to purchase stock, warrants, securities or other property pro-rata to the record holders of the Company’s exchangeable into Common Stock (each, a “Purchase Right”), the Company shall give Stock) less than the Warrant Holder notice, in writing, not less than ten (10) Business Days prior to Price on the record date for the receipt of such Purchase Rights issuance (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from or the date of receipt issuance, if there is no record date), the Warrant Price to be in effect on and after such record date (or issuance date, as the case may be) shall be reduced, concurrently with such issue, to a price equal to the consideration received per share in connection with the issuance of such additional shares of Common Stock. In case such purchase or subscription price may be paid in part or in whole in a Purchase Rights Notice (form other than cash, the “Right Offering Election Period”) to inform fair value of such consideration shall be determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. Such adjustment shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants, or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted, or exchanged (as the case may be), then the Warrant Price shall again be adjusted to be the Warrant Price that would then be in writingeffect if such issuance had not occurred; provided however, that such Warrant Holder affirmatively elects to receive -------- ------- the applicable Purchase Rights, in which case such Warrant Holder Company shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held adjust the number of shares of Common Stock acquirable Warrant Shares issued upon complete any exercise of this Warrant immediately before after the adjustment required pursuant to this Section 4(f) but prior to the date on which a record such subsequent adjustment is taken for made, in ------------ order to equitably reflect the grantfact that such rights, issuance options, warrants, or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are convertible or exchangeable securities were not so issued or expired or ceased to be determined for convertible or exchangeable before they were exercised, converted, or exchanged (as the grant, issue or sale ofcase may be).

Rights Offerings. If the Company grantsIf, issues or sells Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (each, a “Common Stock Equivalent”), or other rights to purchase stock, warrants, securities or other property pro-rata prior to the record Expiry Time, the Corporation issues rights, options or warrants to all or substantially all the holders of the Company’s Common Stock Subordinate Voting Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Subordinate Voting Shares or Convertible Securities within the applicable period from the date of issue thereof at a price, or at a conversion price, of less than 95% of the Market Price at the record date for such distribution (each, any such issuance being herein referred to as a “Purchase RightRights Offering” and Subordinate Voting Shares that may be acquired pursuant to the Rights Offering or upon conversion of the Convertible Securities offered pursuant to the Rights Offering being herein referred to as the “Offered Shares”), the Company Exercise Price shall give be adjusted effective immediately after the Warrant Holder notice, record date at which holders of Subordinate Voting Shares are determined for the purposes of the Rights Offering to an Exercise Price that is the product of: (1) the Exercise Price in writing, not less than ten effect on such record date: and (102) Business Days prior to a fraction: (i) the numerator of which shall be the sum of: (A) the number of Subordinate Voting Shares outstanding on the record date for the receipt Rights Offering, plus (B) a number determined by dividing either (I) the product of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5x) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before Offered Shares under the date on Rights Offering multiplied by (y) the price at which a record is taken for the grant, issuance or sale of such Purchase RightsOffered Shares are offered, or, if no as the case may be, (II) the product of (x) the exchange or conversion price per Subordinate Voting Share of such securities offered multiplied by (y) the maximum number of Subordinate Voting Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, by the Market Price of the Subordinate Voting Shares on the record date for the Rights Offering; and (ii) the denominator of which shall be the sum of (x) the number of Subordinate Voting Shares outstanding on such record is taken, date plus (y) the date as number of which Offered Shares under the record holders Rights Offering. Any Offered Shares owned by or held for the account of shares of Common Stock are the Corporation shall be deemed not to be determined outstanding for the grantpurpose of any such computation; and if any of the rights, issue options or sale ofwarrants that were taken into account in any such computation are not so issued or are not exercised prior to the expiration thereof, then the Exercise Price shall be readjusted to the Exercise Price that would have been in effect if any such computation had not taken into account the rights, options or warrants that were not in fact issued or that expired unexercised, but subject to any other adjustment required hereunder by reason of any event arising after that record date.

Rights Offerings. If the Company grantsshall, issues within any 12-month period following the Closing Date and prior to the twenty-four (24)-month anniversary of the Closing Date, consummate one or sells more Subsequent Placements the gross proceeds of which exceed $10,000,000 in the aggregate (the “Trigger Amount”), then as promptly as reasonably practicable following the expiration of such twelve (12)-month period the Company shall conduct an offering (a “Rights Offering”) of Common Stock (the “Offered Common Stock”) to the Company Shareholders of record other than a distribution in Excluded Persons on the nature following terms: (a) The Rights Offering shall be made to Company Shareholders of record (other than Excluded Persons) as of a dividend pursuant to Sections 2(brecord date (the “Record Date”) or 2(dfixed by the Company Board as promptly as reasonably practicable following the expiration of such twelve (12) hereofmonth period, which and shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles commence as promptly as practicable following the holder thereof to receive, Common Stock (each, a “Common Stock Equivalent”), or other rights to purchase stock, warrants, securities or other property pro-rata to the record holders fixing of the Company’s Common Stock (each, a “Purchase Right”), Record Date; provided that the Company shall give comply with all applicable securities Laws in fixing the Warrant Holder notice, Record Date and in writing, not less than ten (10) Business Days prior making and conducting a Rights Offering; and provided further that the Company Board may elect to delay the record date for the receipt of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from the date of receipt fixing of a Purchase Record Date and the conduct of a Rights Notice Offering if it determines that the delay is in the best interests of the Company due to market or other conditions, including without limitation pending transactions or other events; (the “Right b) The number of shares of Offered Common Stock offered in a Rights Offering Election Period”) will be equal to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before purchased by the date on which a record is taken Investor in the Subsequent Placements during such twelve (12)-month period (and if the Investor purchased securities convertible or exercisable for the grant, issuance or sale of such Purchase Rights, or, if no such record is takenCommon Stock, the date as of which the record holders number of shares of Common Stock into which such securities are convertible or exercisable), divided by the percentage of the Company’s outstanding shares of Common Stock owned by Investor immediately prior to the initial Subsequent Placement pursuant to which, with all other Subsequent Placements in such twelve (12)-month period, the Trigger Amount of gross proceeds was received by the Company less the number of shares of Common Stock purchased by the Investor in the Subsequent Placements during such twelve (12)-month period (and if the Investor purchased securities convertible or exercisable for Common Stock, the number of shares of Common Stock into which such securities are convertible or exercisable). (c) Each Company Shareholder (other than the Excluded Persons) as of the Record Date shall have the right to purchase a whole number of shares of Offered Common Stock in the Rights Offering as to which such Record Date relates equal to the percentage ownership by such Company Shareholder of all outstanding shares of Common Stock owned by all Company Shareholders on the Record Date other than the Excluded Persons, multiplied by the total number of shares of Offered Common Stock in such Rights Offering. The right to purchase shares in the Rights Offering will not be transferable by any Company Shareholder unless the Company Board determines otherwise in connection with fixing the terms and conditions of the Rights Offering. (d) The purchase price for the Offered Common Stock in a Rights Offering shall be equal to the weighted average price per share of Common Stock issued and sold in all Subsequent Placements during the relevant twelve (12)-month period. If securities other than Common Stock are issued and sold in any Subsequent Placement then for purposes of determining the offering price of Offered Common Stock the price per share of Common Stock in such Subsequent Placement shall be deemed to be determined equal to the sum of (i) the purchase price of such other security and (ii) the price at which such other securities are exercisable or convertible for Common Stock. (e) No Company Shareholder shall be permitted to purchase Offered Common Stock to the grantextent such purchase would result in the ownership by such Person (alone or acting in concert with any other holder of Common Shares) in excess of 4.9% of the outstanding shares of the Common Stock or otherwise require regulatory approval. (f) The Trigger Amount shall be computed without duplication, issue or sale ofand a Subsequent Placement shall be counted only once when computing the Trigger Amount and for purposes of all other computations pursuant to this Section 6.1. (g) The Company Board shall determine such other terms and conditions of a Rights Offering not inconsistent with this Section 6.1.

Rights Offerings. If In case the Company grantsshall, issues at any time after the ---------------- Date of Grant, issue rights, options or sells warrants to the holders of equity securities of the Company, entitling them to subscribe for or purchase shares of Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is securities convertible into or exercisable or exchangeable forinto Common Stock)(excluding Exempt Securities, or otherwise entitles the holder thereof to receive, as such term is defined in Section 4(i) below) at a price per share of Common Stock (each, or having a “------------ conversion or exchange price per share of Common Stock Equivalent”)if a security convertible or exchangeable into Common Stock) less than the Series D Conversion Price (as defined in the certificate of designations, or other preferences, and rights to purchase stock, warrants, securities or other property pro-rata to for the record holders Series D Convertible Preferred Stock) per share of the Company’s Common Stock (each, a “Purchase Right”), the Company shall give the Warrant Holder notice, in writing, not less than ten (10) Business Days prior to on the record date for the receipt of such Purchase Rights issuance (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from or the date of receipt issuance, if there is no record date), the Warrant Price to be in effect on and after such record date (or issuance date, as the case may be) shall be reduced, concurrently with such issue, to a price equal to the consideration received per share in connection with the issuance of such Additional Shares of Common Stock. In case such purchase or subscription price may be paid in part or in whole in a Purchase Rights Notice (form other than cash, the “Right Offering Election Period”) to inform fair value of such consideration shall be determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. Such adjustment shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants, or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted, or exchanged (as the case may be), then the Warrant Price shall again be adjusted to be the Warrant Price that would then be in writingeffect if such issuance had not occurred; provided, however, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder Company shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held adjust -------- ------- the number of shares of Common Stock acquirable Warrant Shares issued upon complete any exercise of this Warrant immediately before after the adjustment required pursuant to this Section 4(d) but prior to the date on which a record such subsequent adjustment is taken for made, in order to equitably reflect the grantfact that such rights, issuance options, warrants, or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are convertible or exchangeable securities were not so issued or expired or ceased to be determined for convertible or exchangeable before they were exercised, converted, or exchanged (as the grant, issue or sale ofcase may be).

Rights Offerings. If the Company grantsIf, issues or sells Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (each, a “Common Stock Equivalent”), or other rights to purchase stock, warrants, securities or other property pro-rata prior to the record Expiry Time, the Corporation issues rights, options or warrants to all or substantially all the holders of the Company’s Common Stock Subordinate Voting Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Subordinate Voting Shares or Convertible Securities within the applicable period from the date of issue thereof at a price, or at a conversion price, of less than 95% of the Market Price at the record date for such distribution (each, any such issuance being herein referred to as a “Purchase RightRights Offering” and Subordinate Voting Shares that may be acquired pursuant to the Rights Offering or upon conversion of the Convertible Securities offered pursuant to the Rights Offering being herein referred to as the “Offered Shares”), the Company Exercise Price shall give be adjusted effective immediately after the Warrant Holder notice, record date at which holders of Subordinate Voting Shares are determined for the purposes of the Rights Offering to an Exercise Price that is the product of: (1) the Exercise Price in writing, not less than ten effect on such record date: and (102) Business Days prior to a fraction: (i) the numerator of which shall be the sum of: (A) the number of Subordinate Voting Shares outstanding on the record date for the receipt Rights Offering, plus (B) a number determined by dividing either (I) the product of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5x) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before Offered Shares under the date on Rights Offering multiplied by (y) the price at which a record is taken for the grant, issuance or sale of such Purchase RightsOffered Shares are offered, or, if no as the case may be, (II) the product of (x) the exchange or conversion price per Subordinate Voting Share of such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale ofsecurities offered multiplied by