Additional Shares. One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of any Person that hereafter becomes a Subsidiary directly owned by such Pledgor, including, without limitation, the certificates (or other agreements or instruments) representing such Equity Interests; provided, however, that, if any such pledge with respect to the Equity Interests of any Foreign Subsidiary of a Pledgor # would reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent or # would reasonably be expected to cause any material adverse tax consequences for the Loan Parties or any of their Subsidiaries, then the foregoing pledge requirement shall be limited to the pledge of the maximum amount of voting and/or non-voting Equity Interests (if any) that would reasonably be expected to not result in or cause such deemed dividend and/or other material adverse tax consequences.

The Shares. The Shares to be issued and sold by the Company to or through Cowen pursuant to this Agreement and any Terms Agreement have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and will conform to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights, except as described herein or in the Registration Statement or the Prospectus.

Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.

Shares Reserved. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement.

Parent Shares. From the date hereof until the earlier of the Termination Date and the Effective Time, the Holder shall not # purchase, acquire Beneficial Ownership of, offer, pledge, sell, contract to purchase or sell, grant or acquire any option, right or warrant to purchase, give, assign, hypothecate, pledge, encumber, grant or acquire a security interest in, sell or purchase any option or contract to purchase or any option or contract to sell, grant or acquire any option, right or warrant to purchase, lend or otherwise acquire, transfer or dispose of (including through any hedging, derivative or other similar transaction) any economic, voting or other rights in or to shares of Parent Common Stock, or otherwise acquire, transfer or dispose of shares of Parent Common Stock, directly or indirectly, or # enter into any swap or other agreement that transfers or results in the acquisition of, in whole or in part, any of the economic consequences of ownership of shares of Parent Common Stock (any such transaction described in [clause (a) or (b) above], a “Parent Share Transfer”). Notwithstanding the foregoing, the restrictions set forth in this Section ‎4.2 shall not apply to any Parent Share Transfer to or with one or more Affiliates of the Holder # who is a party to an agreement with Parent with substantially similar terms as this Section ‎4.2 or # if, as a condition to such Parent Share Transfer, the counterparty agrees in writing to be bound by this [Section 4.2] and delivers a copy of such executed written agreement to Parent prior to the consummation of such Parent Share Transfer. Nothing herein prohibits Holder or any Affiliate of the Holder from taking any of the actions in this [Section 4.2] to the extent such activities are in the ordinary course of such Person’s business consistent with past practice, are not related to Holder’s Beneficial Ownership in the Company or the Mergers, including where Parent Common Stock is a component of any exchange-traded fund (ETF) or similar vehicle, and are not undertaken for the purpose of affecting in any manner the trading price of shares of Parent Common Stock.

Shares Includable. Each Participating Investor may include in the Proposed Key Holder Transfer all or any part of such Participating Investor’s Capital Stock equal to the product obtained by multiplying # the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company or the Participating Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by # a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Key Holder Transfer (including any shares that all Participating Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Key Holder. To the extent one (1) or more of the Participating Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.

has the meaning given to such term in [Section 4.1(a)] of the Plan.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Fractional Shares. The Grantee acknowledges that the Company will not issue or deliver fractional shares of Common Stock under this Agreement. All fractional shares will be rounded up to the nearest whole share.

Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. Method of Conversion. This Note may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof. Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.