Common use of Issuance of Additional Warrants Clause in Contracts

Issuance of Additional Warrants. Notwithstanding anything herein, the Issuer shall not be required to issue more than an aggregate of 155,000,000 additional Series A Warrants, 283,000,000 additional Series B Warrants and 562,000,000 additional Series C Warrants in connection with all exercises of the Participation Right and/or the Top-up Right or such greater number of additional Series A Warrants, Series B Warrants and Series C Warrants approved in accordance with applicable Laws. Notwithstanding anything to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number of additional Series A Warrants, Series B Warrants and/or Series C Warrants that would be required to be issued under the Participation Right and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase the number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Participation Right shall be the greater of (i) the issue price of the Common Shares in the Subsequent Offering, and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Top-up Right shall be the greater of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable.

Issuance of Additional Warrants. Notwithstanding anything hereinIf the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Issuer current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Sixth Amended and Restated Stockholders Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be required applicable, and shall have no effect, with respect to issue more than an aggregate of 155,000,000 additional Series A Warrants, 283,000,000 additional Series B any Warrants and 562,000,000 additional Series C Warrants that have been registered in connection with all exercises a Demand Registration pursuant to Section 10 of the Participation Right and/or the Top-up Right Sixth Amended and Restated Stockholders Agreement or such greater number of additional Series A Warrants, Series B Warrants and Series C Warrants approved in accordance with applicable Laws. Notwithstanding anything to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number of additional Series A Warrants, Series B Warrants and/or Series C Warrants that would be required to be issued under the Participation Right and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor Piggyback Registration pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase the number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise Section 11 of the Participation Right shall be the greater of (i) the issue price of the Common Shares in the Subsequent Offering, Sixth Amended and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Top-up Right shall be the greater of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicableRestated Stockholders Agreement.

Issuance of Additional Warrants. Notwithstanding anything hereinIf the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Issuer current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Third Amended and Restated Stockholders’ Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be required applicable, and shall have no effect, with respect to issue more than an aggregate of 155,000,000 additional Series A Warrants, 283,000,000 additional Series B any Warrants and 562,000,000 additional Series C Warrants that have been registered in connection with all exercises a Demand Registration pursuant to Section 10 of the Participation Right and/or the Top-up Right Third Amended and Restated Stockholders’ Agreement or such greater number of additional Series A Warrants, Series B Warrants and Series C Warrants approved in accordance with applicable Laws. Notwithstanding anything to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number of additional Series A Warrants, Series B Warrants and/or Series C Warrants that would be required to be issued under the Participation Right and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor Piggyback Registration pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase the number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise Section 11 of the Participation Right shall be the greater of (i) the issue price of the Common Shares in the Subsequent Offering, Third Amended and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Top-up Right shall be the greater of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicableRestated Stockholders’ Agreement.

Issuance of Additional Warrants. Notwithstanding anything hereinIf the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Issuer current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Fourth Amended and Restated Stockholders’ Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be required applicable, and shall have no effect, with respect to issue more than an aggregate of 155,000,000 additional Series A Warrants, 283,000,000 additional Series B any Warrants and 562,000,000 additional Series C Warrants that have been registered in connection with all exercises a Demand Registration pursuant to Section 10 of the Participation Right and/or the Top-up Right Fourth Amended and Restated Stockholders’ Agreement or such greater number of additional Series A Warrants, Series B Warrants and Series C Warrants approved in accordance with applicable Laws. Notwithstanding anything to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number of additional Series A Warrants, Series B Warrants and/or Series C Warrants that would be required to be issued under the Participation Right and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor Piggyback Registration pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase the number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise Section 11 of the Participation Right shall be the greater of (i) the issue price of the Common Shares in the Subsequent Offering, Fourth Amended and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Top-up Right shall be the greater of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicableRestated Stockholders’ Agreement.

Issuance of Additional Warrants. Notwithstanding anything herein, the Issuer shall not be required to issue more than an aggregate of 155,000,000 additional Series A Warrants, 283,000,000 additional Series B Warrants and 562,000,000 additional Series C Warrants (a) If in connection with all exercises a Future Financing Transaction, the conversion price per share of the Participation Right and/or Future Financing Security (as defined below) issued in such transaction is equal to or greater than the Top-up Right Series D Conversion Price (as defined in the Certificate of Designations or the Restated Charter, as the case may be), then the Company shall issue to each Investor (whether or not such greater Investor is participating in such Future Financing Transaction) a warrant (an “Additional Warrant”) to purchase a number of additional Series A Warrants, Series B Warrants and Series C Warrants approved shares of Common Stock equal to the difference (not to be less than zero) between (A) the number of shares of Common Stock issuable upon conversion of the Shares held by such Investor (calculated in accordance with applicable Laws. Notwithstanding anything the terms of the Certificate of Designations or the Restated Charter, as the case may be, immediately prior to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number consummation of additional Series A Warrants, Series B Warrants and/or Series C Warrants that would be required to be issued under the Participation Right such Future Financing Transaction) and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase the number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Participation Right shall be the greater of (B) assuming (i) such Investor purchased a number of Future Financing Securities issued in such transaction (including, without limitation, purchase price per share or unit paid by all other investors in such transaction) for an aggregate purchase price equal to the issue price of amount set forth opposite such Investor’s name on Exhibit A under the Common Shares in the Subsequent Offering, heading “Purchase Price” and (ii) the Initial Series A Exercise PriceFuture Financing Securities purchased by such Investor in such transaction (calculated in accordance with clause (i) hereof) were converted into shares of Common Stock in accordance with their terms immediately after consummation of such transaction, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicablethe number of shares of Common Stock issuable upon such conversion of such shares of Future Financing Securities. The Additional Warrants shall be in form and substance substantially similar to the form of Warrant attached hereto as Exhibit B and shall have an initial exercise price of any Series A Warrants$0.01 per share of Common Stock. All Additional Warrants shall be issued and delivered to the Investors at the closing of such Future Financing Transaction. For the avoidance of doubt, Series B the Investors acknowledge and agree that the Company shall have no obligation under this Section 3.6 to issue Additional Warrants or Series C if a Future Financing Transaction is not consummated within the time period specified in the Certificate of Designations (i.e., 180 days after the date hereof). The Additional Warrants and the shares of Common Stock to be issued in connection with any upon exercise of the Top-up Right shall Additional Warrants will all be duly authorized, and when issued in accordance with the greater terms hereof and upon exercise of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered Additional Warrants, will be duly and (ii) the Initial Series A Exercise Pricevalidly issued, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicablefully paid and nonassessable.

Issuance of Additional Warrants. Notwithstanding anything hereinIf the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Issuer current Fair Market Value per share on the date of issuance of such securities, or (iii) or otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each Holder of Class A Warrants and/or Class C-4 Warrants shall not be required entitled to issue more than an aggregate purchase from the Company, and the Company shall sell to such Holder, additional warrants to purchase the number of 155,000,000 additional Series shares (the “Additional Warrant Shares”) of Class A Common Stock (in the case of the Holder of the Class A Warrants) (the “Additional Class A Warrants”) or Class C Common Stock (in the case of the Holder of the Class C-4 Warrants) (the “Additional Class C-4 Warrants”, and together with the Additional Class A Warrants, 283,000,000 additional Series B Warrants and 562,000,000 additional Series C Warrants the “Additional Warrants”), at the exercise price of $0.01 per share, that such Holder would have been entitled to purchase if such Holder had exercised its preemptive rights in connection with all exercises full under Section 19 of the Participation Right and/or the Top-up Right or such greater number of additional Series A Warrants, Series B Warrants Third Amended and Series C Warrants approved in accordance Restated Stockholders’ Agreement with applicable Laws. Notwithstanding anything respect to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number of additional Series shares of Common Stock underlying the Class A Warrants and Class C-4 Warrants, Series B respectively. The price paid by each Holder for the Additional Warrants and/or Series C Warrants that would be required to be shall equal the product of (x) the offering price, exercise price or consideration per share of Common Stock, as applicable, issued under or issuable (upon conversion or exercise, as applicable) by the Participation Right Company and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase (y) the number of additional Series Additional Warrant Shares underlying such Additional Class A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Participation Right shall be the greater of (i) the issue price of the Common Shares in the Subsequent Offering, and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable. The exercise price of any Series A Additional Class C-4 Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Top-up Right shall be the greater of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable.

Issuance of Additional Warrants. Notwithstanding anything herein, the Issuer shall not be required to issue more than an aggregate of 155,000,000 additional Series A Warrants, 283,000,000 additional Series B Warrants and 562,000,000 additional Series C Warrants (a) If in connection with all exercises a Future Financing Transaction, the conversion price per share of the Participation Right and/or Future Financing Security (as defined below) issued in such transaction is equal to or greater than the Top-up Right Series D Conversion Price (as defined in the Certificate of Designations or the Restated Charter, as the case may be), then the Company shall issue to each Investor (whether or not such greater Investor is participating in such Future Financing Transaction) a warrant (an "Additional Warrant") to purchase a number of additional Series A Warrants, Series B Warrants and Series C Warrants approved shares of Common Stock equal to the difference (not to be less than zero) between (A) the number of shares of Common Stock issuable upon conversion of the Shares held by such Investor (calculated in accordance with applicable Laws. Notwithstanding anything the terms of the Certificate of Designations or the Restated Charter, as the case may be, immediately prior to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number consummation of additional Series A Warrants, Series B Warrants and/or Series C Warrants that would be required to be issued under the Participation Right such Future Financing Transaction) and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase the number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Participation Right shall be the greater of (B) assuming (i) such Investor purchased a number of Future Financing Securities issued in such transaction (including, without limitation, purchase price per share or unit paid by all other investors in such transaction) for an aggregate purchase price equal to the issue price of amount set forth opposite such Investor's name on Exhibit A under the Common Shares in the Subsequent Offering, heading "Purchase Price" and (ii) the Initial Series A Exercise PriceFuture Financing Securities purchased by such Investor in such transaction (calculated in accordance with clause (i) hereof) were converted into shares of Common Stock in accordance with their terms immediately after consummation of such transaction, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicablethe number of shares of Common Stock issuable upon such conversion of such shares of Future Financing Securities. The Additional Warrants shall be in form and substance substantially similar to the form of Warrant attached hereto as Exhibit B and shall have an initial exercise price of any Series A Warrants$0.01 per share of Common Stock. All Additional Warrants shall be issued and delivered to the Investors at the closing of such Future Financing Transaction. For the avoidance of doubt, Series B the Investors acknowledge and agree that the Company shall have no obligation under this Section 3.6 to issue Additional Warrants or Series C if a Future Financing Transaction is not consummated within the time period specified in the Certificate of Designations (i.e., 180 days after the date hereof). The Additional Warrants and the shares of Common Stock to be issued in connection with any upon exercise of the Top-up Right shall Additional Warrants will all be duly authorized, and when issued in accordance with the greater terms hereof and upon exercise of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered Additional Warrants, will be duly and (ii) the Initial Series A Exercise Pricevalidly issued, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicablefully paid and nonassessable.

Issuance of Additional Warrants. Notwithstanding anything hereinIf the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the Issuer holder of the Warrant shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional Warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrant”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Third Amended and Restated Stockholders’ Agreement with respect to the number of shares of Common Stock underlying the Warrant. The price paid by the holder of the Warrant for the Additional Warrant shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrant, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be required applicable, and shall have no effect, with respect to issue more than an aggregate of 155,000,000 additional Series A Warrants, 283,000,000 additional Series B Warrants and 562,000,000 additional Series C Warrants any Warrant that has been registered in connection with all exercises a Demand Registration pursuant to Section 10 of the Participation Right and/or the Top-up Right Third Amended and Restated Stockholders’ Agreement or such greater number of additional Series A Warrants, Series B Warrants and Series C Warrants approved in accordance with applicable Laws. Notwithstanding anything to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number of additional Series A Warrants, Series B Warrants and/or Series C Warrants that would be required to be issued under the Participation Right and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor Piggyback Registration pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase the number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise Section 11 of the Participation Right shall be the greater of (i) the issue price of the Common Shares in the Subsequent Offering, Third Amended and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Top-up Right shall be the greater of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicableRestated Stockholders’ Agreement.

Issuance of Additional Warrants. Notwithstanding anything hereinIf the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Issuer current Fair Market Value per share on the date of issuance of such securities, or (iii) or otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each Holder of Class A Warrants and/or Class C-2 Warrants shall not be required entitled to issue more than an aggregate purchase from the Company, and the Company shall sell to such Holder, additional warrants to purchase the number of 155,000,000 additional Series shares (the “Additional Warrant Shares”) of Class A Common Stock (in the case of the Holder of the Class A Warrants) (the “Additional Class A Warrants”) or Class C Common Stock (in the case of the Holder of the Class C-2 Warrants) (the “Additional Class C-2 Warrants”, and together with the Additional Class A Warrants, 283,000,000 additional Series B Warrants and 562,000,000 additional Series C Warrants the “Additional Warrants”), at the exercise price of $0.01 per share, that such Holder would have been entitled to purchase if such Holder had exercised its preemptive rights in connection with all exercises full under Section 19 of the Participation Right and/or the Top-up Right or such greater number of additional Series A Warrants, Series B Warrants and Series C Warrants approved in accordance Stockholders’ Agreement with applicable Laws. Notwithstanding anything respect to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number of additional Series shares of Common Stock underlying the Class A Warrants and Class C-2 Warrants, Series B respectively. The price paid by each Holder for the Additional Warrants and/or Series C Warrants that would be required to be shall equal the product of (x) the offering price, exercise price or consideration per share of Common Stock, as applicable, issued under or issuable (upon conversion or exercise, as applicable) by the Participation Right Company and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase (y) the number of additional Series Additional Warrant Shares underlying such Additional Class A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Participation Right shall be the greater of (i) the issue price of the Common Shares in the Subsequent Offering, and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable. The exercise price of any Series A Additional Class C-2 Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Top-up Right shall be the greater of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable.