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 Common Stock is increased by a share capitalization payable in Class A Common Stock, or by a sub-division of Class A 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 Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Common Stock. A rights offering made to all or substantially all holders of the shares of Class A Common Stock entitling holders to purchase Class A 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 Common Stock equal to the product of (i) the number of shares of Class A 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 Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A 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 Common Stock, in determining the price payable for Class A 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 shares of Class A 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 Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A 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 shares of Pubco Class A Common Stock is increased by a share capitalization payable in shares of Pubco Class A Common Stock, or by a sub-division of shares of Pubco Class A 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 Common Stock Warrant Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Pubco Class A Common Stock. A rights offering made to all or substantially all holders of the shares of Pubco Class A Common Stock Stock, entitling holders to purchase the shares of Pubco Class A Common Stock 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 Common Stock equal to the product of (i) the number of shares of Class A 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 Common Stockthe applicable shares) and (ii) one (1) minus the quotient of (x) the price per share of Class A 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 shares of Pubco Class A Common Stock, Stock in determining the price payable for Class A Common Stocksuch 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 Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the relevant shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Common Stock Warrant Shares shall be issued at less than their par value.