Common use of Settlement Shares Clause in Contracts

Settlement Shares. (a) The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Date. (c) The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.01.

Settlement Shares. (a) The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding Additional Tier 1 Securities outstanding immediately prior to the Automatic Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the quotient obtained by dividing (i) the number of Settlement Shares thus calculated multiplied by a fraction equal to (iii) the Tradable Amount of the book-entry interests in the Contingent Capital Notes Additional Tier 1 Securities held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the record date Record Date for entitlement to which falls prior to the Conversion Date. (c) The procedures set forth in this ‎Section 3.17 Section 2.15 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 Section 2.15 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereofpractices. Any such changes shall be subject to the provisions of ‎Section Section 8.01.

Settlement Shares. (a) The number of Settlement Shares to be issued to Bona Fide Offer shall specify the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount name and background of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Datethird party, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, subject to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following Bona Fide Offer, the Automatic Conversion shall amount to be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued and the terms of payment, and all other material conditions of such offer. Upon receipt of a Bona Fide Offer, such Releasee shall not rank for promptly offer in writing (or, hereinafter referred to as the case "Reoffer") to sell such Settlement Shares to Warner or to a third party acceptable to Warner (the "Selected Purchaser"), upon the same terms and conditions contained in the Bona Fide Offer. The Reoffer may bebe accepted by Warner or the Selected Purchaser at any time within fifteen (15) business days next following its receipt and shall expire on the close of business on such 15th business day. Acceptance of a Reoffer must be made unconditionally by notice to such Releasee prior to its expiration, which notice shall set forth a time and place for closing no earlier than the relevant Holder day after the expiration date of the Reoffer and no later than thirty (30) days thereafter. Upon the expiration of the Reoffer, such Releasee shall be free to accept the Bona Fide Offer provided that the third party offeror agrees to hold such Settlement Shares subject to all terms, conditions and restrictions of this Agreement. Any Bona Fide Offer shall be deemed to have expired ninety (90) days after it was made unless accepted in accordance with its original terms and may not thereafter be accepted. If the amount of a Bona Fide Offer should be reduced, or Beneficial Owner if any of its terms or provisions should be changed, then it shall be treated as a new Bona Fide Offer and may not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Date. (c) The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof. Any such changes shall be subject to accepted unless the provisions of ‎Section 8.01this subsection shall have been complied with and a Reoffer made with respect to it.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by ASC and Company of the Stipulation of Dismissal (aas defined below), in settlement of the Claims, the Company shall issue and deliver to ASC shares of its Common Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth below, sufficient to generate gross proceeds (prior to deducting execution costs/fees) equal to the Claim Amount. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to ASC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by ASC without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to ASC’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares has been received into ASC’s account and are available for sale by ASC shall be referred to as the “Issuance Date”. c. The Company shall deliver to ASC, through the initial tranche and any required additional tranches, that number of Settlement Shares the gross proceeds of sales of which generate an aggregate dollar amount equal to the Claim Amount. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, ASC shall return any excess Settlement Shares to Company for retirement to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares and all other amounts received or to be received by ASC is equal to $250,000.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the Settlement Share Depository on contrary contained herein, the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder beneficially owned by ASC at any given time shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal exceed the number of Settlement Shares thus calculated multiplied such shares that, when aggregated with all other shares of Company then beneficially owned by a fraction equal to (i) the Tradable Amount ASC, or deemed beneficially owned by ASC, would result in ASC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the book-entry interests in Exchange Act and the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amountregulations promulgated thereunder. In compliance therewith, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares of the Company agrees to deliver the Initial Issuance and any additional issuances in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may be, the relevant Holder one or Beneficial Owner shall not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Datemore tranches. (c) The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.01.

Settlement Shares. (a) The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date1. The number of Settlement Shares shall be calculated and based on the average closing price of the Common Stock of IMUX on the Nasdaq Global Market over the 10 trading days prior to the execution of this Agreement, which amounts to 581,199. 2. The Settlement Shares shall be delivered to each Holder shall be rounded down, if necessary, on the Due Date to the nearest whole number of Settlement SharesSeller: Account owner: [***] Account number: [***] Bank [***] SWIFT (BIC) [***] IBAN [***] 3. Fractions of The Settlement Shares will not be delivered issued in book-entry form to the Settlement Share Depository following Seller in a private placement on the Automatic Conversion Due Date and no cash payment shall be made in lieu thereof. The number of the Seller understands that, until such time as the Settlement Shares have been sold pursuant to be held by a Registration Statement (as such term is defined in below) or the Settlement Share Depository for Shares may be sold pursuant to Rule 144 (promulgated under the benefit under the Securities Act of each Holder shall equal 1933, as amended) without any restriction as to the number of securities as of a particular date that can then be immediately sold, the book entry notations evidencing the Shares Settlement Shares thus calculated multiplied by will include customary legends, including the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT (1) AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, (2) UNLESS IMMUNIC, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IMMUNIC, INC. AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED OR (3) UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR OTHER EXEMPTION FROM REGISTRATION.” 4. The Parties agree that a. they will execute and deliver without undue delay after the Signing of this Agreement a fraction equal to (i) the Tradable Amount of the book-entry interests customary U.S. law governed Registration Rights Agreement substantially in the Contingent Capital Notes held form as set out in Annex 3.4 pursuant to which IMUX will agree to use its commercially reasonable efforts to file a resale shelf registration statement on Form S-3 (“S-3 Statement”) and to have such registration statement declared effective by such Holder on the Conversion Date divided by (ii) U.S. Securities Exchange Commission; and b. the Outstanding Amount, rounded down, if necessary, to the nearest whole number sale of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (orwill be made strictly in compliance with applicable U.S. Securities laws, as whereby the case may be, Buyer hereby assures that the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, sale of the record date for entitlement to which falls prior to the Conversion DateSettlement Shares can effectively take place in compliance with such laws. (c) The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof5. Any such changes shall be subject to the provisions of ‎Section 8.01.[***]

Settlement Shares. (a) The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient obtained will be determined by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding Additional Tier 1 Securities outstanding immediately prior to the Automatic Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal be (i) the number of Settlement Shares thus calculated multiplied divided by a fraction equal to (iii) the Tradable Amount of the book-entry interests in the Contingent Capital Notes Additional Tier 1 Securities held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the record date Record Date for entitlement to which falls prior to the Conversion Date. (c) The procedures set forth in this ‎Section 3.17 2.16 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 2.16 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereofpractices. Any such changes shall be subject to the provisions of ‎Section 8.01.

Settlement Shares. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of the Stipulation of Dismissal (aas defined below), Company shall issue and deliver to IBC shares of its Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to IBC, in one or more tranches as necessary, shares of Common Stock (the “Initial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market (the total amount of the claims multiplied by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). The Company shall also issue to IBC, on the issuance date(s), 400,000 shares as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) issue the Initial Issuance, without any legends or restriction on transfer. Company’s stock is currently not eligible to be deposited through the Deposit/Withdrawal Agent Commission (DWAC) system. Company represents that they shall become DWAC eligible within ninety (90) days of the effective date of this Agreement. Furthermore, upon becoming DWAC eligible, any and all additional issuances pursuant to this Section 3(b)(ii) herein, shall be transmitted as Direct Registration Systems (DRS) shares to IBC’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system. The date upon which the first tranche of the Initial Issuance shares have been received into IBC’s account and are available for sale by IBC shall be referred to as the “Issuance Date”. In the event that Company is delinquent on issuance of shares of stock to IBC pursuant to the terms and conditions of this Section 3 within three (3) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of IBC, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to IBC, until said delinquency is cured. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance, that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Bid Price is below 90% of the Bid Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the Settlement Share Depository on limitation in the Conversion Date shall equal paragraph below. At the quotient obtained by dividing the (i) aggregate principal amount end of the Contingent Capital Notes Outstanding immediately prior Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the Automatic Conversion on contrary contained herein, it is the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount intention of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except parties that the Settlement Shares so issued beneficially owned by IBC at any given time shall not rank for (orexceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the case may beExchange Act and the regulations promulgated thereunder. In compliance therewith, the relevant Holder Company agrees to deliver the Initial Issuance and any Additional Issuances in one or Beneficial Owner shall not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Datemore traunches. (c) The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.01.

Settlement Shares. As soon as practicable following entry of an order by the Court in accordance with Paragraph 4 herein, Drinks shall issue and deliver to IBC Funds, LLC shares of common stock (athe “Common Stock”) The number in one or more tranches, as necessary, sufficient to satisfy the Compromised Amount through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “Settlement Shares Shares”). Pursuant to this Agreement, IBC Funds, LLC may deliver a request to Drinks which states the dollar amount (designated in U.S. Dollars) of Common Stock to be issued to IBC Funds, LLC (the Settlement “Share Depository on Request”). The parties agree that the Conversion Date total amount of Common Stock to be delivered by Drinks to satisfy the Compromised Amount shall equal be issued at a sixty-five percent (65%) discount to market [the quotient obtained by dividing the (i) aggregate principal total amount of the Contingent Capital Notes Outstanding immediately prior to claims multiplied by thirty-five percent (35%)] based upon the Automatic Conversion lowest purchase for which the Common Stock of the Company has historically traded on the Conversion Dateprincipal market, (NASDAQ, National Market, NASDAQ Small Cap Market, Over the Counter Bulletin Board, QB Market Place, American Stock Exchange), whichever is the principal trading exchange or market for the Common Stock of the Company preceding the share request (the “Outstanding AmountTrading Period”) by ). The parties have agreed and established an escrow account for the settlement shares, and Continental Stock Transfer and Trust Company, (iitransfer agent) the Conversion Price prevailing on escrow agent, shall upon the Conversion Date. The request of Drinks issue in the name of IBC Funds, LLC the number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to shares requested so long as the nearest whole number of Settlement Sharesshares requested does not make IBC Funds, LLC the owner of more than 9.99% of the outstanding Common Stock at any time. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment Additional tranche requests shall be made by Drinks from time to time as requested by IBC Funds, LLC until the settlement shares are paid in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal full so long as the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) shares requested does not make IBC Funds, LLC the Tradable Amount owner of more than 9.99% of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary outstanding shares of common stock at any given time. If, during the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may beTrading Period, the relevant Holder or Beneficial Owner shall initial shares do not be satisfy the total settlement shares IBC Funds, LLC is entitled to receive) any rights, IBC Funds, LLC shall have the record date for entitlement right to which falls prior require Drinks to the Conversion Date. (c) The procedures set forth in this ‎Section 3.17 are subject immediately issue additional shares of Common Stock up to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion 9.99% of the Company, to reflect such changes in DTC practices total outstanding shares as provided under ‎Section 3.19(a) hereofof the date. Any such changes additional shares of Common Stock issued during the trading period shall be subject to included as initial shares in the provisions of ‎Section 8.01final calculation.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by ANTEVORTA and Company of the Stipulation of Dismissal (aas defined below), in settlement of the Claims, the Company shall issue and deliver to ANTEVORTA Twelve Million Five Hundred and Seventy One Thousand (12,571,000) The number shares of its Common Stock (the “Settlement Shares Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth below. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to ANTEVORTA and such transfer agent, that the shares of Common Stock to be issued to as the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Dateinitial issuance and any additional issuance are legally issued, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with assessable, are exempt from registration under the fully paid ordinary shares of the Company in issue on the Conversion DateSecurities Act, except in any such case for any right excluded by mandatory provisions of applicable lawmay be issued without restrictive legend, and except that may be resold by ANTEVORTA without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to ANTEVORTA’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares so issued has been received into ANTEVORTA’s account and are available for sale by ANTEVORTA shall be referred to as the “Issuance Date”. c. The Company shall deliver to ANTEVORTA, through the initial tranche and any required additional tranches, the Settlement Shares. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by ANTEVORTA at any given time shall not rank for (orexceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by ANTEVORTA, or deemed beneficially owned by ANTEVORTA, would result in ANTEVORTA owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the case may beExchange Act and the regulations promulgated thereunder. In compliance therewith, the relevant Holder Company agrees to deliver the Initial Issuance and any additional issuances in one or Beneficial Owner shall not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Datemore tranches. (c) The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.01.

Settlement Shares. (a) The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) 8) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii9) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Date. (c) The procedures set forth in this ‎Section 3.17 3.16 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 3.16 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a3.18(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.01.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by PLAINTIFF and Company of the Stipulation of Dismissal (a) The as defined below), in settlement of the Claim, the Company shall issue and deliver to PLAINTIFF a number of shares of its Common Stock equal to the amount of Claim, free of restrictive legend (the “Settlement Shares Shares”), subject to ownership limitations as set forth below b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to PLAINTIFF and such transfer agent, that the shares of Common Stock to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Dateare legally issued, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with assessable, are exempt from registration under the fully paid ordinary shares of the Company in issue on the Conversion DateSecurities Act, except in any such case for any right excluded by mandatory provisions of applicable lawmay be issued without restrictive legend, and except that may be resold by PLAINTIFF without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares so issued by physical delivery, or as Direct Registration Systems (DRS) shares to PLAINTIFF’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the Settlement Shares has been received into PLAINTIFF’s account and are available for sale by PLAINTIFF shall be referred to as the “Issuance Date”. c. The Company shall deliver to PLAINTIFF the Settlement Shares. The common stock for CLIC only recently became DTC eligible and there is very limited trading volume. Due to this, it is difficult to accurately value the fair market value of the Settlement Shares, since there is very little “market” at this time. However, the parties reasonably estimate that the fair market value of the Settlement Shares to be received by PLAINTIFF is equal to at least $100,000. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by PLAINTIFF at any given time shall not rank for (orexceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by PLAINTIFF, or deemed beneficially owned by PLAINTIFF, would result in PLAINTIFF owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the case may beExchange Act and the regulations promulgated thereunder. In compliance therewith, the relevant Holder Company agrees to deliver the Initial Issuance and any additional issuances in one or Beneficial Owner shall not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Datemore tranches. (c) The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.01.

Settlement Shares. (a) The number of Settlement Shares issued by the Company to be issued released to the Settlement Share Depository Depositary on the Conversion Date shall equal the quotient obtained be determined by dividing the (i) aggregate principal amount Converted Principal Amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion arising on the Conversion Date, (the “Outstanding Amount”) Date by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will shall not be delivered to the Settlement Share Depository Depositary following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository Depositary for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding AmountCurrent Principal Amount immediately preceding such Automatic Conversion, rounded down, if necessary, to the nearest whole number of Settlement Shares, provided that (x) Settlement Shares exceeding two percent (2%) of the aggregate outstanding Ordinary Shares of the Company shall only be delivered to a Holder or group of Holders if the requirements specified in the Mexican Financial Groups Law are satisfied by such Holder or group of Holders, (y) no Settlement Shares exceeding five percent (5%) of the aggregate outstanding Ordinary Shares of the Company shall be delivered to a Holder or group of Holders, provided that a lesser percentage of shares not exceeding such five percent (5%) may be delivered if the requirements specified in clause (i) above are satisfied, and (z) no Settlement Shares shall be delivered to a Holder that is considered a foreign government under the Mexican Financial Groups Law. (b) The Settlement Shares issued released following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares be Ordinary Shares of the Company in issue on the Conversion Date, except in Company. (c) If any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall (or group of either or both) of the Notes other than Santander España would become a Holder or group of Holders (i) of more than two percent (2%) of the Company’s Ordinary Shares as a result of an Automatic Conversion, and the requirements specified in the Mexican Financial Groups Law are not be entitled to receivesatisfied by the applicable Holder or group of Holders, or (ii) any rightsof more than five percent (5%) of the Company’s Ordinary Shares as a result of an Automatic Conversion, the record date for entitlement Company shall cause the Settlement Share Depositary to which falls prior to sell in whatever manner the Conversion DateSettlement Share Depositary determines, in its sole discretion, a sufficient amount of Settlement Shares in excess of any of the applicable percentages specified above (the “Excess Settlement Shares”) such that such Holder or Beneficial Owner, together with any such group, does not become a Holder of Ordinary Shares exceeding two percent (2%) or five percent (5%), as applicable, of the Ordinary Shares of the Company, it being understood that such Holder shall be paid the proceeds, net of expenses, of the sale of the applicable Excess Settlement Shares. (cd) The procedures set forth in this ‎Section 3.17 2.16 are subject to change to reflect changes in DTC practicesthe practices of DTC, and the Company may make changes to the procedures set forth in this ‎Section 3.17 2.16 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in the practices of DTC practices as provided under ‎Section 3.19(a2.17(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.017.01.

Settlement Shares. (a) The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient obtained will be determined by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding Additional Tier 1 Securities outstanding immediately prior to the Automatic Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal be (i) the number of Settlement Shares thus calculated multiplied divided by a fraction equal to (iii) the Tradable Amount of the book-entry interests in the Contingent Capital Notes Additional Tier 1 Securities held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the record date Record Date for entitlement to which falls prior to the Conversion Date. (c) The procedures set forth in this ‎Section 3.17 2.16 are subject to change to reflect changes in DTC Clearstream, Luxembourg or Euroclear practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 2.16 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereofClearstream, Luxembourg or Euroclear practices. Any such changes shall be subject to the provisions of ‎Section 8.01.

Settlement Shares. (a) The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with the fully paid ordinary shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Date. (c) The procedures set forth in this ‎Section 3.17 2.16 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 2.16 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a2.18(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.017.01.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by ANTEVORTA and Company of the Stipulation of Dismissal (aas defined below), in settlement of the Claims, the Company shall issue and deliver to ANTEVORTA Twelve Million Fifty-Eight Thousand (12,058,000) The number shares of its Common Stock (the “Settlement Shares Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth below. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to ANTEVORTA and such transfer agent, that the shares of Common Stock to be issued to as the Settlement Share Depository on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic Conversion on the Conversion Dateinitial issuance and any additional issuance are legally issued, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii) the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares. (b) The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital and shall in all respects rank pari passu with assessable, are exempt from registration under the fully paid ordinary shares of the Company in issue on the Conversion DateSecurities Act, except in any such case for any right excluded by mandatory provisions of applicable lawmay be issued without restrictive legend, and except that may be resold by ANTEVORTA without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to ANTEVORTA’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares so issued has been received into ANTEVORTA’s account and are available for sale by ANTEVORTA shall be referred to as the “Issuance Date”. c. The Company shall deliver to ANTEVORTA, through the initial tranche and any required additional tranches, the Settlement Shares. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by ANTEVORTA at any given time shall not rank for (orexceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by ANTEVORTA, or deemed beneficially owned by ANTEVORTA, would result in ANTEVORTA owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the case may beExchange Act and the regulations promulgated thereunder. In compliance therewith, the relevant Holder Company agrees to deliver the Initial Issuance and any additional issuances in one or Beneficial Owner shall not be entitled to receive) any rights, the record date for entitlement to which falls prior to the Conversion Datemore tranches. (c) The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof. Any such changes shall be subject to the provisions of ‎Section 8.01.