Common use of Sub-division Clause in Contracts

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Class A Shares is increased by a share capitalization payable in Class A Shares, or by a sub-division of Class A Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Shares. A rights offering made to all or substantially all holders of the Class A Shares entitling holders to purchase Class A Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Class A Shares (rounded down to the next lower whole number of shares, in the event of any fractional shares) equal to the product of (i) the number of Class A Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Shares) and (ii) one (1) minus the quotient of (x) the price per Class A Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Shares, in determining the price payable for Class A Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less than their par value.

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Class A Shares Common Stock is increased by a share capitalization payable in Class A SharesCommon Stock, or by a sub-division of Class A Shares Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Class A Shares Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A SharesCommon Stock. A rights offering made to all or substantially all holders of the shares of Class A Shares Common Stock entitling holders to purchase Class A Shares Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of shares of Class A Shares (rounded down to the next lower whole number of shares, in the event of any fractional shares) Common Stock equal to the product of (i) the number of shares of Class A Shares Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A SharesCommon Stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A Share Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A SharesCommon Stock, in determining the price payable for Class A SharesCommon Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the shares of Class A Shares Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Shares Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Shares Common Stock shall be issued at less than their par value.

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Class A Shares is increased by a share capitalization payable in Class A Shares to all or substantially all holders of Class A Shares, or by a sub-division of Class A Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Shares. A rights offering made to all or substantially all holders of the Class A Shares entitling holders to purchase Class A Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Class A Shares (rounded down to the next lower whole number of shares, in the event of any fractional shares) equal to the product of (i) the number of Class A Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Shares) and (ii) one (1) minus the quotient of (x) the price per Class A Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Shares, in determining the price payable for Class A Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less than their par value.

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Class A Shares shares of Common Stock is increased by a share capitalization payable in Class A Sharesshares of Common Stock, or by a sub-division of Class A Shares shares of Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A Shares shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Sharesshares of Common Stock . A rights offering made to all or substantially all holders of the Class A Shares shares of Common Stock entitling holders to purchase Class A Shares shares of Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Class A Shares (rounded down to the next lower whole number shares of shares, in the event of any fractional shares) Common Stock equal to the product of (i) the number of Class A Shares shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Sharesshares of Common Stock ) and (ii) one (1) minus the quotient of (x) the price per Class A Share share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Sharesshares of Common Stock, in determining the price payable for Class A Sharesshares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Shares shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less than their par value.

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Pubco Class A Shares Common Stock is increased by a share capitalization payable in shares of Pubco Class A SharesCommon Stock, or by a sub-division of shares of Pubco Class A Shares Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A Warrant Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Pubco Class A SharesCommon Stock. A rights offering made to all or substantially all holders of the shares of Pubco Class A Shares Common Stock, entitling holders to purchase the shares of Pubco Class A Shares Common Stock, at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Class A Shares (rounded down to the next lower whole number of shares, in the event of any fractional shares) shares equal to the product of (i) the number of Class A Shares shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Sharesthe applicable shares) and (ii) one (1) minus the quotient of (x) the price per Class A Share share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Pubco Class A Shares, Common Stock in determining the price payable for Class A Sharessuch shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the shares of Pubco Class A Shares Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares relevant shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Warrant Shares shall be issued at less than their par value.

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding Class A Shares is increased by a share capitalization or share dividend payable in Class A Shares, or by a sub-division of Class A Shares or other similar event, then, on the effective date of such share capitalizationcapitalization or share dividend, sub-division or similar event, the number of Class A Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Class A Shares. A rights offering made to all or substantially all holders of the Class A Shares entitling holders to purchase Class A Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Class A Shares (rounded down to the next lower whole number of shares, in the event of any fractional shares) equal to the product of (i) the number of Class A Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Shares) and (ii) one (1) minus the quotient of (x) the price per Class A Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Shares, in determining the price payable for Class A Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less than their par value.