If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, or other events that increases or decreases the number or value of issued and outstanding shares of Common Stock, then proportionate adjustments shall be made to the number of shares of Common Stock # available for issuance under the Plan pursuant to Section 5 above, # covered by an unvested grant of Restricted Stock, and # credited to each Stock Unit Account in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

Share Adjustments. If there are any changes in the number or value of shares of Common Shares by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers or other events as stated in Article 10 of the LTIP, then proportionate adjustments shall be made to the number of shares of Common Stock # issued pursuant to Section 1 and # covered by an unvested grant of restricted stock, in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of fractional Common Shares under the LTIP.

Designation and Number of Shares. The Class A Common Stock shall be designated “Class A Common Stock” of a par value of $.0001 each, and the number of shares constituting the Class A Common Stock shall be 230,000,000 shares.

Adjustments to Conversion Radio. In the event the Corporation shall # make or issue a dividend or other distribution payable in Class A Common Stock; # subdivide outstanding shares of Class A Common Stock into a larger number of shares; or # combine outstanding shares of Class A Common Stock into a smaller number of shares, the Conversion Radio shall be adjusted appropriately by the Corporation’s Board of Directors.

Adjustments. If adjustments are made to the outstanding shares of Common Stock as a result of an Equity Restructuring, an appropriate adjustment also will be made in the number of Deferred Stock Units credited to each participating Director’s Deferred Compensation Account and/or to the number and kind of shares for which such Deferred Stock Units are outstanding.

Share Reserve. Subject to the provisions of [Section 12] relating to adjustments upon changes in Common Stock, the total number of shares of Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate of 6,000,000 shares (the “Reserved Shares”).”

Buyer will issue to the Sellers the Parent’s Class A common stock, par value $0.0001 per share (the “Common Stock”) with the number of shares issued to Sellers in the Common Stock calculated as the Purchase Price divided by the closing price of a share of Common Stock on the prior trading day to the Closing Date (the “Calculated Number of Shares”). The percentage of Calculated Number of Shares of Common Stock to be issued to each Seller will be according to the following allocation schedule:

If # the shares of the Common Stock of Therapeutics shall be subdivided or combined into a greater or smaller number of shares or if Therapeutics shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or # additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, the number of shares of Common Stock that may be purchased pursuant to each of the Warrants described in this Section 3 shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made, including to the exercise price per share, to reflect such events.

The exercise price (the “Exercise Price”) of the Option is set forth in the Grant Notice. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock. To exercise the Option (or any part thereof), you must deliver to the Company appropriate notice specifying the number of whole shares of Common Stock you wish to purchase accompanied by valid payment in the form of # a check, # an attestation form confirming your current ownership of whole shares of Common Stock equal in value to the total Exercise Price for that number of shares of Common Stock, and/or # an authorization to sell shares equal in value to the total Exercise Price for that number of shares of Common Stock. Notices and authorizations shall be delivered and all checks shall be payable to the Company’s third party stock plan administrator, or as otherwise directed by the Company.

The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be Three Hundred Million (300,000,000) shares of which # 230,000,000 shares have been designated as Class A Common Stock, par value $.0001 per share, # 60,000,000 shares have been designated as Class B Common Stock, par value $.0001 per share, and # 10,000,000 shares of Preferred Stock, par value of $.0001 per share.