Forward Split. As soon as reasonably practicable following the Closing, the Company shall take all reasonable action necessary to be taken by it to effectuate a 17:1 forward stock split of the Common Stock (the “Forward Split”). For purposes of clarity, all share amounts and per share prices set forth in the Transaction Documents are on a pre-Forward Split basis and, accordingly, (i) the post-Forward Split equivalent per share price of the Shares shall be $0.20; (ii) the post-Forward Split exercise price of the Series A Warrants shall be $0.30 (assuming no other adjustments to the exercise price of the Series A Warrants as provided for in the Series A Warrants); (iii) the post-Forward Split exercise price of the Series B Warrants shall be $0.60 (assuming no other adjustments to the exercise price of the Series B Warrants as provided for in the Series B Warrants); (iv) the post-Forward Split number of shares or options for purposes of clause (i)(A) of the definition of Excluded Securities shall be 13,000,000; (v) the post-Forward Split number of shares or options for purposes of clause (i)(C) of the definition of Excluded Securities shall be 3,251,250; and (v) the post-Forward Split Applicable Price shall be $0.30 (assuming no other adjustments to the Applicable Price as provided for in Section 5.9).
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Sources: Subscription Agreement (Top Gear Inc), Subscription Agreement (Top Gear Inc)