Common use of Sub-Divisions Clause in Contracts

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock is increased by a capitalization or share dividend of shares of Class A common stock, or by a sub-division of shares 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 issued and outstanding shares of Class A common stock. A rights offering to holders of shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a 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 the shares of Class A common stock) multiplied by (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 Class A common stock, in determining the price payable for shares of 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 shares of Class A common stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 ‎4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share dividend of shares of payable in Class A common stockordinary shares, or by a sub-division of shares of Class A common stock ordinary shares 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 ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares 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 ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary shares paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share dividend of shares of Class A common stockcapitalization, or by a sub-division of shares of Class A common stock ordinary shares 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 ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary 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 Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock ordinary shares shall be issued at less than their par value.

Sub-Divisions. If If, after the date hereof, and subject to the provisions of Section 4.6 4.7 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share dividend of shares of payable in Class A common stockordinary shares, or by a sub-division of shares of Class A common stock ordinary shares, or other similar event, then, on the effective date of such share capitalization, share dividend, sub-division or similar event, the number of shares of Class A common stock ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary 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 Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock ordinary shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of Class A common stockOrdinary Shares, or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering made to all or substantially all holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares at a price less than the volume weighted average price of the Class A Ordinary Shares during the 10 trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights (the “Historical Fair Market Value” (as defined below) ”), shall be deemed a capitalization of a number of shares of Class A common stock Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 conversion. No 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 shares of Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share dividend of shares of Class A common stockordinary shares, or by a sub-division of shares of Class A common stock ordinary shares 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 ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary 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 Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock ordinary shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of Class A common stockOrdinary Shares, or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering made to all holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 Class A common stock as reported Ordinary Shares 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 Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock is increased by a capitalization or share stock dividend of shares of Class A common stock, or by a sub-division of shares of Class A common stock or other similar event, then, on the effective date of such share capitalization, stock dividend, 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 issued and outstanding shares of Class A common stock. A rights offering to holders of shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend 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 the shares of Class A common stock) multiplied by (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 Class A common stock, in determining the price payable for shares of 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 volume-weighted average trading 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 shares of Class A common stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share dividend of shares of Class A common stockordinary shares, or by a sub-division of shares of Class A common stock ordinary shares 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 ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering made to all holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary 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 Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 volume-weighted average price of the shares of Class A common stock as reported ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock ordinary shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Common Stock is increased by a capitalization or share stock dividend of payable in shares of Class A common stockCommon Stock, or by a subsplit-division up of shares of Class A common stock Common Stock or other similar event, then, on the effective date of such share capitalizationstock dividend, split-up, sub-division or similar event, the number of shares of Class A common stock Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockCommon Stock. A rights offering made to all or substantially all holders of shares of Class A common stock Common Stock entitling holders to purchase shares of Class A common stock Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock Common Stock equal to the product of (i) the number of shares of Class A common stock 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 the shares of Class A common stockCommon Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share shares of Class A common stock 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 Class A common stockCommon Stock, in determining the price payable for shares of Class A common stockCommon 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 Common Stock 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 Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock Common Stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or capitalization, share dividend of shares of payable in Class A common stockordinary shares, or by a sub-division of shares subdivision of Class A common stock ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division share dividend payable in Class A ordinary shares, or by a subdivision of Class A ordinary shares or similar event, the number of shares of Class A common stock ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to all or substantially all holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares at a price less than the “Historical Fair Market Value” Value (as defined below) shall be deemed a capitalization share dividend of a number of shares of Class A common stock ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary share paid in such rights offering divided by and (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 Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 arithmetic average of the daily volume-weighted average price of the shares of Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock ordinary shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock is increased by a capitalization or share dividend of shares of Class A common stock to all or substantially all holders of shares of Class A common stock, or by a sub-division of shares of Class A common stock or other similar event, then, on the effective date of such share capitalization, dividend, 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 issued and outstanding shares of Class A common stock. A rights offering made to all or substantially all holders of shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a 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 the shares of Class A common stock) multiplied by (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 Class A common stock, in determining the price payable for shares of 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 shares of Class A common stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share capitalization, share dividend of shares of payable in Class A common stockordinary shares, or by a subsplit-division of shares up of Class A common stock ordinary shares or other similar event, then, on the effective date of such share capitalization, subshare dividend payable in Class A ordinary shares, or by a split-division up of Class A ordinary shares or similar event, the number of shares of Class A common stock ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to all or substantially all holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Class A common stock ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary share paid in such rights offering divided by and (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 Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock ordinary shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Common Stock is increased by a capitalization or capitalization, share dividend of payable in shares of Class A common stockCommon Stock, or by a sub-division subdivision of shares of Class A common stock Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division share dividend payable in shares of Common Stock, or by a subdivision of shares of Common Stock or similar event, the number of shares of Class A common stock Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockshares. A rights offering to all or substantially all holders of shares of Class A common stock Common Stock entitling holders to purchase shares of Class A common stock Common Stock at a price less than the “Historical Fair Market Value” Value (as defined below) shall be deemed a capitalization share dividend of a number of shares of Class A common stock Common Stock equal to the product of (i) the number of shares of Class A common stock 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 the shares of Class A common stockCommon Stock) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Common Stock paid in such rights offering divided by and (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 Class A common stockCommon Stock, in determining the price payable for shares of Class A common stockCommon 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 arithmetic average of the daily volume-weighted average price of the shares of Class A common stock 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 Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock Common Stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of Class A common stockOrdinary Shares, or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering made to holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares at a price less than the volume weighted average price of the Class A Ordinary Shares during the 10 trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights (the “Historical Fair Market Value” (as defined below) ”), shall be deemed a capitalization of a number of shares of Class A common stock Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 conversion. No 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 shares of Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 ‎4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of payable in Class A common stockOrdinary Shares, or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering to holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares 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 Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one ii)one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary Shares 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 Class A common stock Ordinary Shares 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 Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share dividend of shares of payable in Class A common stockordinary shares, or by a sub-division of shares of Class A common stock ordinary shares 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 ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares 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 ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary shares 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 Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of Class A common stockOrdinary Shares, or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering made to all or substantially all holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 Class A common stock as reported Ordinary Shares 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 Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of Class A common stockOrdinary Shares, or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering (other than with respect to the right of Public Shareholders to acquire the Distributable Redeemable Warrants) made to all or substantially all holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Class A common stock Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 Class A common stock Ordinary Shares 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 Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of ReNew Global Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of ReNew Global Class A common stockOrdinary Shares, or by a sub-division of shares of ReNew Global Class A common stock Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of ReNew Global Class A common stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of ReNew Global Class A common stockOrdinary Shares. A rights offering made to all or substantially all holders of shares of ReNew Global Class A common stock Ordinary Shares entitling holders to purchase shares of ReNew Global Class A common stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of ReNew Global Class A common stock Ordinary Shares equal to the product of (i) the number of shares of ReNew Global Class A common stock Ordinary 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 the shares of ReNew Global Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of ReNew Global Class A common stock Ordinary 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 ReNew Global Class A common stockOrdinary Shares, in determining the price payable for shares of ReNew Global Class A common stockOrdinary 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 ReNew Global Class A common stock as reported Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of ReNew Global Class A common stock Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of ReNew Global Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares Ordinary Shares (other than the issuance of Class A common stockOrdinary Shares pursuant to the Forward Purchase Agreement), or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering (other than with respect to the right of Public Shareholders to acquire the Distributable Redeemable Warrants) made to all or substantially all holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Class A common stock Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 Class A common stock Ordinary Shares 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 Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share dividend of shares of payable in Class A common stockordinary shares, or by a sub-division of shares of Class A common stock ordinary shares or other similar event, then, on the effective date of such capitalization, share capitalizationdividend, sub-division or similar event, the number of shares of Class A common stock ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Class A common stock ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stock) multiplied by ordinary shares), and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary shares 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 Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock is increased by a capitalization or share dividend of shares of Class A common stock, or by a sub-division of shares 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 issued and outstanding shares of Class A common stock. A rights offering to holders of shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a 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 the shares of Class A common stock) multiplied by (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 Class A common stock, in determining the price payable for shares of 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 shares of Class A common stock shall be issued at less than their par value.For

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock ordinary shares is increased by a capitalization or share dividend of shares of Class A common stockordinary shares, or by a sub-division of shares of Class A common stock ordinary shares 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 ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockordinary shares. A rights offering to holders of shares of Class A common stock ordinary shares entitling holders to purchase shares of Class A common stock ordinary shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock ordinary shares equal to the product of (i) the number of shares of Class A common stock ordinary 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 the shares of Class A common stockordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock ordinary share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1subsection 4.1. 1, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A common stockordinary shares, in determining the price payable for shares of Class A common stockordinary 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 Class A common stock ordinary shares 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 ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock ordinary shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of Class A common stockOrdinary Shares, or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering made to all or substantially all holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares at a price less lower than the volume weighted average price of the Class A Ordinary Shares during the 10 trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights (the “Historical Fair Market Value” (as defined below) ”), shall be deemed a capitalization of a number of shares of Class A common stock Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 conversion. No 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 shares of Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 ‎4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend of shares of payable in Class A common stockOrdinary Shares, or by a sub-division of shares of Class A common stock Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering to holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares 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 Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary Shares paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 Class A common stock Ordinary Shares 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 Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Ordinary Shares is increased by a capitalization or share dividend paid in Ordinary Shares to all or substantially all holders of shares of Class A common stockOrdinary Shares, or by a subsplit-division up of shares of Class A common stock Ordinary Shares or other similar event, then, on the effective date of such capitalization or share capitalizationdividend, subsplit-division up or similar event, the number of shares of Class A common stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockOrdinary Shares. A rights offering made to all or substantially all holders of shares of Class A common stock Ordinary Shares entitling holders to purchase shares of Class A common stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Class A common stock Ordinary Shares equal to the product of (i) the number of shares of Class A common stock Ordinary 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 the shares of Class A common stockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock Ordinary 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 Class A common stockOrdinary Shares, in determining the price payable for shares of Class A common stockOrdinary 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 Class A common stock as reported Ordinary Shares 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 Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock Ordinary Shares shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock Common Stock is increased by a capitalization or share dividend of shares of Class A common stockCommon Stock, or by a sub-division of shares of Class A common stock 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 Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stockCommon Stock. A rights offering made to all or substantially all holders of shares of Class A common stock Common Stock entitling holders to purchase shares of Class A common stock Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A common stock Common Stock equal to the product of (i) the number of shares of Class A common stock 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 the shares of Class A common stockCommon Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share shares of Class A common stock 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 Class A common stockCommon Stock, in determining the price payable for shares of Class A common stockCommon 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 Common Stock 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 Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock Common Stock shall be issued at less than their par value.

Sub-Divisions. If after the date hereof, and subject subj ect to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock is increased by a capitalization or share dividend of shares of Class A common stock, or by a sub-division subdivision of shares 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 issued and outstanding shares of Class A common stock. A rights offering to holders of shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a 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 the shares of Class A common stock) multiplied by (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 Class A common stock, in determining the price payable for shares of 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 shares of Class A common stock shall be issued at less than their par value.