Common use of Repurchases Clause in Contracts

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, if, at any time while this Warrant is outstanding, the Company effects any Repurchases, then, following the completion of the Repurchase, the Strike Price shall be reduced to the price determined by multiplying the Strike Price in effect immediately prior to the date of the Repurchase by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Common Stock outstanding immediately prior to the date of the Repurchase and (2) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below), and of which the denominator shall be the product of (X) the number of shares of Common Stock outstanding immediately prior to the date of the Repurchase minus the number of shares of Common Stock so repurchased and (Y) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Price in effect immediately prior to the date of the Repurchases divided by (B) the new Strike Price determined in accordance with the immediately preceding sentence. For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price as of the date of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of the Company for a purchase price greater than the closing price on the trading day immediately prior to such transactions pursuant to any tender offer or exchange offer.

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, ifIf, at any time while this Warrant is outstanding, the Company or any Subsidiary effects any Repurchases, then, following the completion of the Repurchase, the Strike Exercise Price shall be reduced to the price determined by multiplying the Strike Exercise Price in effect immediately prior to the date of the Repurchase first purchase of Equity Interests comprising such Repurchases by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Class A Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases and (2) the closing price VWAP of the Class A Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure of its the Company’s (or such Subsidiary’s) intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below)Amount, and of which the denominator shall be the product of (X) the number of shares of Class A Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases minus the number of shares of Class A Common Stock so repurchased and (Y) the closing price VWAP of the Class A Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure of its the Company’s (or such Subsidiary’s) intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Exercise Price in effect immediately prior to the date first purchase of the Equity Interests comprising such Repurchases divided by (B) the new Strike Exercise Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 3(d). For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price aggregate VWAP (in the case of applicable listed securities) and/or Fair Market Value (in the case of cash and/or any other property), as of the date applicable, as of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of . Notwithstanding the foregoing, this Section 3(d)) shall only apply in the event that the Company for effects Repurchases exceeding an annual average in excess of 1% of its outstanding shares as averaged in any immediately preceding rolling three full calendar year period, measured from January 1-December 31. In the event a purchase price greater than Repurchase also constitutes a Fundamental Transaction under Section 3(e)(iii) hereof, then the closing price on Company shall apply the trading day immediately prior to such transactions pursuant to any tender offer or exchange offertreatment set forth in Section 3(e).

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(iIn case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock (other than a payment in respect of a repurchase of Common Stock made contemporaneously with the issuance of the Notes as described in “Use of Proceeds” contained in the offering circular dated May 30, 2007) through the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (x) hereof, if, at any time while this Warrant is outstandingsuch amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company effects or any Repurchasesof its Subsidiaries involving a Repurchase Premium concluded within the preceding 12 months, then, following results in the completion payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the RepurchaseMarket Capitalization of the Company’s Common Stock, then the Strike Price Conversion Rate shall be reduced to adjusted so that the price same shall equal the rate determined by multiplying the Strike Price Conversion Rate in effect immediately prior at the time of such repurchase triggering the adjustment by a fraction: (A) the numerator of which shall be equal to the date Current Market Price of the Repurchase by a fraction Common Stock; and (B) the denominator of which the numerator shall be equal to (a) the product Current Market Price of the Common Stock minus (b) the quotient of (1i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding immediately prior to on the day next succeeding the date of the Repurchase repurchase triggering the adjustment, as determined by the Board of Directors of the Company; provided, that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided further that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 14.06(a)(8). For purposes of this Section 14.06(a)(8): (2A) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below), and of which the denominator market capitalization shall be calculated by multiplying the product of (X) Current Market Price by the number of shares of Common Stock then outstanding immediately prior to on the date of the Repurchase minus repurchase triggering the number of shares of Common Stock so repurchased and (Y) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Price in effect immediately prior to the date of the Repurchases divided by (B) the new Strike Price determined in accordance with the immediately preceding sentence. For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price as of the date of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of the Company for a purchase price greater than the closing price on the trading day adjustment immediately prior to such transactions pursuant repurchase, and (B) in determining the repurchase premium, the “then-prevailing market price” of the Company’s Common Stock will be the average of the Closing Sale Prices of the Company’s Common Stock for the five consecutive Trading Days ending on the relevant repurchase date. If a payment by the Company shall cause an adjustment to any tender offer or exchange offerthe Conversion Rate under both clause (7) and clause (8) of this Section 14.06(a), the provisions of Section 14.06(a)(7) shall control.

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, if, If the Company shall at any time while this Warrant is outstandingor from time to time effect Repurchases (other than a Permitted Repurchase), then the Company effects any Repurchases, then, following the completion of the Repurchase, the Strike Exercise Price shall be reduced to the price determined by multiplying the Strike Exercise Price in effect immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases by a fraction of which the numerator shall be (aA) the product of (1) the number of shares of Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases and (2) the closing price Market Price per share of the Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure announcement by the Company of its the intent to effect such Repurchases, minus (bB) the Assumed Payment Amount (as defined below)Amount, and of which the denominator shall be the product of (X) the number of shares of Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases minus the number of shares of Common Stock so repurchased and (Y) the closing price Market Price per share of the Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure announcement by the Company of its the intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Exercise Price in effect immediately prior to the date first purchase of the Equity Interests comprising such Repurchases divided by (B) the new Strike Exercise Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 12(iv). For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price aggregate Market Price (in the case of securities) and/or Fair Market Value (in the case of cash and/or any other property), as of the date applicable, as of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of the Company for a purchase price greater than the closing price on the trading day immediately prior to such transactions pursuant to any tender offer or exchange offer.

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (xvi) hereof, if, at any time while this Warrant is outstanding, the Company effects any Repurchases, then, following the completion of the Repurchase, the Strike Price shall be reduced to the price determined by multiplying the Strike Price in effect immediately prior to the date of the Repurchase by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Common Stock outstanding immediately prior to the date of the Repurchase and (2) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below), and of which the denominator shall be the product of (X) the number of shares of Common Stock outstanding immediately prior to the date of the Repurchase minus the number of shares of Common Stock so repurchased and (Y) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Price in effect immediately prior to the date of the Repurchases divided by (B) the new Strike Price determined in accordance with the immediately preceding sentence. For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price as of the date of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of the Company for a purchase price greater than the closing price on the trading day immediately prior to such transactions pursuant to any tender offer or exchange offer.

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i4.5(a) through (xSection 4.5(f) hereof, if, at any time while this Warrant is Series D Preferred Shares are outstanding, the Company Corporation effects any RepurchasesRepurchases (as defined below), then, following the completion of the Repurchase, the Strike Conversion Price shall be reduced to the price determined by multiplying the Strike Conversion Price in effect immediately prior to the date of the Repurchase by a fraction of which the numerator shall be (ai) the product of (1A) the number of shares of Class A Common Stock outstanding immediately prior to the date of the Repurchase and (2B) the closing price of the Class A Common Stock on the trading day Trading Day immediately preceding the CompanyCorporation’s first public disclosure of its intent to effect such Repurchases, minus (bii) the Assumed Payment Amount (as defined below), and of which the denominator shall be the product of (XA) the number of shares of Class A Common Stock outstanding immediately prior to the date of the Repurchase minus the number of shares of Class A Common Stock so repurchased and (YB) the closing price of the Class A Common Stock on the trading day Trading Day immediately preceding the CompanyCorporation’s first public disclosure of its intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Price in effect immediately prior to the date of the Repurchases divided by (B) the new Strike Price determined in accordance with the immediately preceding sentence. For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price as of the date of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Class A Common Stock of the Company Corporation for a purchase price greater than the closing price on the trading day Trading Day immediately prior to such transactions pursuant to any tender offer or exchange offer.

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i4.5(a) through (xSection 4.5(f) hereof, if, at any time while this Warrant is Series C Preferred Shares are outstanding, the Company Corporation effects any RepurchasesRepurchases (as defined below), then, following the completion of the Repurchase, the Strike Conversion Price shall be reduced to the price determined by multiplying the Strike Conversion Price in effect immediately prior to the date of the Repurchase by a fraction of which the numerator shall be (ai) the product of (1A) the number of shares of Class A Common Stock outstanding immediately prior to the date of the Repurchase and (2B) the closing price of the Class A Common Stock on the trading day Trading Day immediately preceding the CompanyCorporation’s first public disclosure of its intent to effect such Repurchases, minus (bii) the Assumed Payment Amount (as defined below), and of which the denominator shall be the product of (XA) the number of shares of Class A Common Stock outstanding immediately prior to the date of the Repurchase minus the number of shares of Class A Common Stock so repurchased and (YB) the closing price of the Class A Common Stock on the trading day Trading Day immediately preceding the CompanyCorporation’s first public disclosure of its intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Price in effect immediately prior to the date of the Repurchases divided by (B) the new Strike Price determined in accordance with the immediately preceding sentence. For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price as of the date of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Class A Common Stock of the Company Corporation for a purchase price greater than the closing price on the trading day Trading Day immediately prior to such transactions pursuant to any tender offer or exchange offer.

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, if, If the Company shall at any time while this Warrant is outstanding, the Company effects any or from time to time effect Repurchases, then, following then the completion of the Repurchase, the Strike Exercise Price shall be reduced to the price determined by multiplying the Strike Exercise Price in effect immediately prior to the date of the Repurchase first purchase of Equity Securities comprising such Repurchases by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Securities comprising such Repurchases and (2) the closing price Market Price per share of the Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure announcement by the Company of its the intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below)Amount, and of which the denominator shall be the product of (X) the number of shares of Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Securities comprising such Repurchases minus the number of shares of Common Stock so repurchased and (Y) the closing price Market Price per share of the Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure announcement by the Company of its the intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Exercise Price in effect immediately prior to the date first purchase of the Equity Securities comprising such Repurchases divided by (B) the new Strike Exercise Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 11(iii). For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price aggregate Market Price (in the case of securities) and/or Fair Market Value (in the case of cash and/or any other property), as of the date applicable, as of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of the Company for a purchase price greater than the closing price on the trading day immediately prior to such transactions pursuant to any tender offer or exchange offer.

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, if, at any time while this Warrant is outstanding, the Company effects any Repurchases, then, following the completion of the Repurchase, the Strike Price shall be reduced to the price determined by multiplying the Strike Price in effect immediately prior to the date of the Repurchase by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Common Stock outstanding immediately prior to the date of the Repurchase and (2) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below), and of which the denominator shall be the product of (X) the number of shares of Common Stock outstanding immediately prior to the date of the Repurchase minus the number of shares of Common Stock so repurchased and (Y) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Price in effect immediately prior to the date of the Repurchases divided by (B) the new Strike Price determined in accordance with the immediately preceding sentence. For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price as of the date of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of the Company for a purchase price greater than the closing price on the trading day immediately prior to such transactions pursuant to any tender offer or exchange offer.preceding

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, ifIf, at any time while this Warrant is outstanding, the Company or any Subsidiary effects any Repurchases, then, following the completion of the Repurchase, the Strike Exercise Price shall be reduced to the price determined by multiplying the Strike Exercise Price in effect immediately prior to the date of the Repurchase first purchase of Equity Interests comprising such Repurchases by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Class A Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases and (2) the closing price VWAP of the Class A Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure of its the Company’s (or such Subsidiary’s) intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below)Amount, and of which the denominator shall be the product of (X) the number of shares of Class A Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases minus the number of shares of Class A Common Stock so repurchased and (Y) the closing price VWAP of the Class A Common Stock on o n the trading day Trading Day immediately preceding the Company’s first public disclosure of its the Company’s (or such Subsidiary’s) intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Exercise Price in effect immediately prior to the date first purchase of the Equity Interests comprising such Repurchases divided by (B) the new Strike Exercise Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 3(d). For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price aggregate VWAP (in the case of applicable listed securities) and/or Fair Market Value (in the case of cash and/or any other property), as of the date applicable, as of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of . Notwithstanding the foregoing, this Section 3(d)) shall only apply in the event that the Company for effects Repurchases exceeding an annual average in excess of 1% of its outstanding shares as averaged in any immediately preceding rolling three full calendar year period, measured from January 1—December 31. In the event a purchase price greater than Repurchase also constitutes a Fundamental Transaction under Section 3(e)(iii) hereof, then the closing price on Company shall apply the trading day immediately prior to such transactions pursuant to any tender offer or exchange offertreatment set forth in Section 3(e).

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, if, If the Company shall at any time while this Warrant is outstanding, the Company effects any or from time to time effect Repurchases, then, following then the completion of the Repurchase, the Strike Exercise Price shall be reduced to the price determined by multiplying the Strike Exercise Price in effect immediately prior to the date of the Repurchase first purchase of Equity Securities comprising such Repurchases by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Securities comprising such Repurchases and (2) the closing price Market Price per share of the Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure announcement by the Company of its the intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below)Amount, and of which the denominator shall be the product of (X) the number of shares of Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Securities comprising such Repurchases minus the number of shares of Common Stock so repurchased and (Y) the closing price Market Price per share of the Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure announcement by the Company of its the intent to effect such Repurchases. In such eventFor the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased made pursuant to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Price in effect immediately prior to the date of the Repurchases divided by (B) the new Strike Price determined in accordance with the immediately preceding sentencethis Section 12(iii). For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price aggregate Market Price (in the case of securities) and/or Fair Market Value (in the case of cash and/or any other property), as of the date applicable, as of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of the Company for a purchase price greater than the closing price on the trading day immediately prior to such transactions pursuant to any tender offer or exchange offer.

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, ifIf, at any time while this Warrant is outstanding, the Company or any Subsidiary effects any Repurchases, then, following the completion of the Repurchase, the Strike Exercise Price shall be reduced to the price determined by multiplying the Strike Exercise Price in effect immediately prior to the date of the Repurchase first purchase of Equity Interests comprising such Repurchases by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Class A Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases and (2) the closing price VWAP of the Class A Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure of its the Company’s (or such Subsidiary’s) intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below)Amount, and of which the denominator shall be the product of (X) the number of shares of Class A Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases minus the number of shares of Class A Common Stock so repurchased and (Y) the closing price VWAP of the Class A Common Stock on o n the trading day Trading Day immediately preceding the Company’s first public disclosure of its the Company’s (or such Subsidiary’s) intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Exercise Price in effect immediately prior to the date first purchase of the Equity Interests comprising such Repurchases divided by (B) the new Strike Exercise Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 3(d). For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price aggregate VWAP (in the case of applicable listed securities) and/or Fair Market Value (in the case of cash and/or any other property), as of the date applicable, as of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of . Notwithstanding the foregoing, this Section 3(d)) shall only apply in the event that the Company for effects Repurchases exceeding an annual average in excess of 1% of its outstanding shares as averaged in any immediately preceding rolling three full calendar year period, measured from January 1 - December 31. In the event a purchase price greater than Repurchase also constitutes a Fundamental Transaction under Section 3(e)(iii) hereof, then the closing price on Company shall apply the trading day immediately prior to such transactions pursuant to any tender offer or exchange offertreatment set forth in Section 3(e).

Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (x) hereof, ifIf, at any time while this Warrant is outstanding, the Company or any Subsidiary effects any Repurchases, then, following the completion of the Repurchase, the Strike Exercise Price shall be reduced to the price determined by multiplying the Strike Exercise Price in effect immediately prior to the date of the Repurchase first purchase of Equity Interests comprising such Repurchases by a fraction of which the numerator shall be (a) the product of (1) the number of shares of Class A Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases and (2) the closing price VWAP of the Class A Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure of its the Company’s (or such Subsidiary’s) intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below)Amount, and of which the denominator shall be the product of (X) the number of shares of Class A Common Stock outstanding immediately prior to the date first purchase of the Repurchase Equity Interests comprising such Repurchases minus the number of shares of Class A Common Stock so repurchased and (Y) the closing price VWAP of the Class A Common Stock on the trading day Trading Day immediately preceding the Company’s first public disclosure of its the Company’s (or such Subsidiary’s) intent to effect such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Exercise Price in effect immediately prior to the date first purchase of the Equity Interests comprising such Repurchases divided by (B) the new Strike Exercise Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 3(d). For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price aggregate VWAP (in the case of applicable listed securities) and/or Fair Market Value (in the case of cash and/or any other property), as of the date applicable, as of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of . Notwithstanding the foregoing, this Section 3(d)) shall only apply in the event that the Company for effects Repurchases exceeding an annual average in excess of 1% of its outstanding shares as averaged in any immediately preceding rolling three full calendar year period, measured from January 1—December 31. In the event a purchase price greater than Repurchase also constitutes a Fundamental Transaction under Section 3(e)(iii) hereof, then the closing price on Company shall apply the trading day immediately prior to such transactions pursuant to any tender offer or exchange offertreatment set forth in Section 3(e).