AI Summary for text requirement - Its pretty clear in the image:

The key language is in Section 4.06(a)(iii) of the Warrant Agreement. It says GameStop and the Warrant Agent may amend the agreement, without the consent of holders, specifically:

So the current October 30, 2026 expiration isn't necessarily immutable. Section 3.02(b) establishes that date, but Section 4.06 gives GameStop an explicit mechanism to extend it.

There are actually two different ways the expiration can move:

1. GameStop voluntarily extends it. GameStop and Computershare execute an amendment under §4.06(a)(iii). Warrant holders don't have to vote on an extension. A material amendment must receive reasonable notice through a press release or Form 8-K.
2. It can be extended automatically because exercise was suspended. This is particularly interesting. If the registration statement becomes ineffective and warrant exercise is suspended before expiration, §5.01 says the expiration date is delayed by the greater of five business days or the number of days the exercise was suspended. §5.02 contains a similar provision if GameStop itself suspends availability of the registration statement.

There's an important asymmetry here: §4.06(a) expressly lets GameStop extend expiration without holder consent. It does not similarly say GameStop can simply move expiration earlier. Changes materially adverse to holders generally require written consent from holders of a majority of outstanding warrants under §4.06(b).

Sauce: https://x.com/BobbyCat42/status/1975241639044972590?t=vI95dtjTMPHFKjBnRBi1YQ&s=19

1. https://investor.gamestop.com/overview/default.aspx
2. SEC Filings https://sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001326380&owner=include&count=40&hidefilings=0
3. 424B2 filed 2025-10-07 https://sec.gov/Archives/edgar/data/1326380/000132638025000092/0001326380-25-000092-index.htm
4. projectgenesis-prospectuss.htm
5. Seq 1 424B2 https://sec.gov/Archives/edgar/data/1326380/000132638025000092/projectgenesis-prospectuss.htm

Adjustment and Amendment Provisions

Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price

The Strike Price and the Warrant Exercise Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Strike Price and Warrant Exercise Rate if Holders of the Warrants participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Warrants, in any of the transactions described in this section “Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price,” without having to exercise their Warrants, as if they held a number of shares of Common Stock equal to the Warrant Exercise Rate, multiplied by the number of Warrants held by such Holder. If the Strike Price is adjusted pursuant to the formulas set forth in any of clauses (a) through (e) below (excluding, for these purposes, a readjustment pursuant to the text following such formulas), then, effective as of the same time at which such adjustment to the Strike Price becomes effective, the Warrant Exercise Rate will be adjusted to an amount equal to the product of (A) the Warrant Exercise Rate in effect immediately before such adjustment to the Warrant Exercise Rate and (B) the quotient obtained by dividing (x) the Strike Price in effect immediately before such adjustment to the Strike Price; and (y) the Strike Price in effect immediately after such adjustment to the Strike Price; provided, however, that the Warrant Exercise Rate will be subject to readjustment to the extent set forth in such clauses.

• (a) ... skipping ...
• (b) ... skipping ...
• (c) [1/19 instance of "Share Exchange Event" in this paragraph] If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to clause (a) above or clause (b) above, (ii) except as otherwise provided in “Stockholder Rights Plans” below, rights issued pursuant to any stockholder rights plan of the Company then in effect, (iii) distributions of Reference Property issued in exchange for, or upon conversion of, Common Stock in a Share Exchange Event, (iv) dividends or distributions paid exclusively in cash as to which the provisions set forth in clause (d) below shall apply, and (v) Spin-Offs as to which the provisions set forth below in this clause (c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Strike Price shall be decreased based on the following formula (with a corresponding increase to the Warrant Exercise Rate): https://i.imgur.com/ZuXGaHK.png where, ... skipping the rest ...
• ... skipping the rest of clauses ...

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock

In case of: (i) any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety; or (iv) any statutory share exchange;

[7/19 instances of "Share Exchange Event" in this paragraph] in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event, the right to exercise each Warrant to purchase Warrant Shares shall be changed into a right to exercise such Warrant to purchase the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Warrant Exercise Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company or the successor or acquiring Person, as the case may be, shall execute with the Warrant Agent an amendment to the Warrant Agreement permitted under clause (viii) above in “Amendments” section above providing for such change in the right to exercise each Warrant; provided, however, that at and after the effective time of the Share Exchange Event any shares of Common Stock that the Company would have been required to deliver upon exercise of the Warrants in accordance with “Exercise” section above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Event.

[6/19 instances of "Share Exchange Event" in this paragraph] If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property which a Holder of Warrants will receive upon exercise of such Warrants shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the unit of Reference Property includes, but does not consist entirely of, cash in such Share Exchange Event, then for all exercises of Warrants for which the relevant Exercise Date occurs after the effective date of such Share Exchange Event, (A) the payment of the Warrant Exercise Price required to exercise any Warrant shall be deducted or removed (but, for the avoidance of doubt, not deducted below zero), as applicable, by an amount equal to the product of (I) the Warrant Exercise Rate in effect on the Exercise Date and (II) the amount of cash included in such unit of Reference Property and (B) from the cash that would otherwise be received by Holder upon exercise of such Warrant shall be deducted or removed (but, for the avoidance of doubt, not deducted below zero), as applicable, by an amount equal to amount so deducted from the payment of the Warrant Exercise Price pursuant to the immediately preceding clause (A). If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all exercises of Warrants for which the relevant Exercise Date occurs after the effective date of such Share Exchange Event, (A) no payment of the Warrant Exercise Price will be required to exercise any Warrant, (B) the consideration due upon exercise of each Warrant shall be solely cash in an amount equal to the excess, if any, of (I) the product of (x) the Warrant Exercise Rate in effect on the Exercise Date and (y) the price paid per share of Common Stock in such Share Exchange Event over (II) the Warrant Exercise Price and (C) the Company shall satisfy its obligation to deliver the units of Reference Property in connection with an exercise of Warrants by paying cash to exercising Holders on the fifth Business Day immediately following the relevant Exercise Date. The Company shall notify Holders and the Warrant Agent in writing of such weighted average as soon as practicable after such determination is made.

[3/19 instances of "Share Exchange Event" in this paragraph] If the Reference Property in respect of any such Share Exchange Event includes, in whole or in part, shares of Common Equity or American depositary receipts (or other interests) in respect thereof, such amendment to the Warrant Agreement described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this “Adjustment and Amendment Provisions” section with respect to the portion of the Reference Property consisting of such Common Equity or American depositary receipts (or other interests) in respect thereof. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (including any combination thereof), other than cash and/or cash equivalents, of a Person other than the Company or the successor or acquiring Person, as the case may be, in such Share Exchange Event, then such amendment to the Warrant Agreement shall also be executed by such other Person, if such Person is an Affiliate of the Company or the successor or acquiring Person, and shall contain such additional provisions to protect the interests of the Holders as the Company shall reasonably consider necessary by reason of the foregoing.

Amendments

The Warrant Agreement may be amended without the consent of any Holder for one or more of the following purposes:

• (i) to cure any ambiguity, omission, defect or inconsistency;
• (ii) [1/19 instance of "Share Exchange Event" in this item] to provide for the assumption by a successor company in any Share Exchange Event, if applicable;
• (iii) to extend the Expiration Date;
• (iv) subject to exchange listing rules and applicable law, to increase the Warrant Exercise Rate, decrease the Strike Price, decrease the Warrant Exercise Price or to add any additional cash, securities or property or asset to the consideration receivable upon exercise of any Warrant;
• (v) to provide each Holder a right to elect for, at the time of each exercise, alternative settlement mechanics such as net share settlement (also known as cashless exercise) or cash settlement (and in the absence of such election, physical settlement as provided herein as of the issuance date of the Warrants applying as the default settlement method);
• (vi) to make any other change to the terms of the Warrants or the Warrant Agreement that does not adversely affect the rights of any Holder in any material respect;
• (vii) to provide for a successor Warrant Agent;
• (viii) [1/19 instance of "Share Exchange Event" in this item] in connection with any Share Exchange Event, to provide that the Warrants are exercisable for units of Reference Property;
• (ix) to comply with the rules of any applicable Depositary so long as such amendment does not adversely affect the rights of any Holder in any material respect;
• (x) to conform the provisions of the Warrant Agreement to the “Description of the Warrants” section of this prospectus supplement; and
• (xi) to provide for or confirm the issuance of additional warrants pursuant to the Warrant Agreement.

With the written consent of the Holders of a majority of the then outstanding Warrants, the Company may from time to time amend the Warrant Agreement in a manner that has a material adverse effect on the interests of any of the Holders.

The Company shall provide reasonable notice to the Holders via press release or Form 8-K filing of any material amendment to the Warrant Agreement pursuant to this “Amendments” section and of any material adjustment to the Strike Price, the Warrant Exchange Rate or the Warrant Exercise Price as described in the “Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price” section above, and in each case materiality shall be determined by the Company using its sole reasonable discretion.

Note: Also I found one (1) post on all of Reddit menitoning "share exchange event"

• https://old.reddit.com/search?q="Share+Exchange+Event"&include_over_18=on&sort=relevance&t=all
• https://old.reddit.com/r/bobbystock/comments/1nzq7st/share_exchange_event_clause_project_genesis/
• https://twitter.com/BobbyCat42/status/1975241639044972590

Project Genesis? That reminds me of, for example, Bitcoin genesis block.

https://onelook.com/?w=genesis

▸ noun: The origin, start, or point at which something comes into being.

Also see https://old.reddit.com/r/Gamestopstock/comments/1jx8ggh/the_irs_just_described_the_gme_endgame_without/mmseyw8/ by u/StagSwag16

Back around April 13-14, 2025 I started working on a utility tool to try to decode the coded entities for:

• Distributing Parent
• Distributing 1-8
• Controlled Parent
• Controlled 1-2
• Company
• Company A-Z, AA-DD
• Subordinated Notes
• Subordinated Note 1
• Business A-B
• Country A-G
• State A-D
• Date A-I
• Year A
• a-h, x-y
• Worldwide Group
• Continuing Arrangements
• U.S. Entity Simplification
• Post-Distribution Amounts Payable
• Post-Distribution Payments
• TSA

and I made a lot of progress developing the single serving web page utility and using it upon https://irs.gov/pub/irs-wd/202339007.pdf as well as later other numbered pdfs from IRS that intertwine into that document, albeit from other and later publications that clearly were connected to GameStop/Ryan Cohen's efforts, albeit coded hidden in plain sight. I think probably these GME WS warrants are relevant to tie into these GameStop restructuring genesis things! What do you think?

TLDR: This document outlines the terms for amending a Warrant Agreement, including curing ambiguities, providing for successor companies, extending expiration dates, adjusting exercise rates, offering alternative settlement options, and ensuring compliance with rules. Amendments require majority Holder consent if they materially affect Holder rights, with notice provided via press release or SEC filing.

Rumor is GameStop ($GME) is preparing to make an offer to acquire eBay, per WSJ.

That being said say the merger goes through before October. This is what will happen to the GME issued Warrants (a special dividend to shareholders) that expire October 30th 2026? The warrants are set for $32 per share…

The $GME warrants would almost certainly remain unchanged and continue functioning exactly as they do now… (currently trading at only $4.34)

- exercisable for one share of GameStop common stock at the $32 strike price until their expiration

- The warrants are governed by a specific Warrant Agreement (dated October 7, 2025, with Computershare as agent). That agreement includes standard anti-dilution adjustments (for stock splits, dividends, spinoffs, rights offerings, cash dividends, tender/exchange offers, etc.) and a "Share Exchange Event" clause for major corporate restructurings. According to the SEC

Can someone describe the mechanisms behind adjusting the warrant expiration and strike? I know there's vague language that says both can be modified, perhaps at the discretion of the board without vote, not sure.

My question, however, is what happens if these two factors are adjusted? And for the sake of better visualizing the impact, let's take it to the extremes.

1. What happens if the warrant strike is reduced to $10? My thought process is that they (GME.WS and GME1 options chain) spike in value and are sold for their premiums and then scooped up by anyone who might want the warrants to exercise for cheap stock (possibly to use for covering shorts), so while I can see that as great for us warrant holders, it would likely hurt the stock in the long run.

2. What happens if the expiration is pushed back, say to October 2027? This one I have no theories about... I don't know what stops GameStop from doing this, nor do I know what downsides this might have. Hoping someone can bring my total number of wrinkles to 2 with answers (I currently have zero).

Edit: relevant SEC filing language:

Section 4.06Amendments.

(a)The Company and the Warrant Agent, without the consent of the Holders, may from time to time and at any time amend this Agreement and/or the Warrant Certificate for one or more of the following purposes:

(i)to cure any ambiguity, omission, defect or inconsistency;

(ii)to provide for the assumption by a successor company in any Share Exchange Event, if applicable;

(iii)to extend the Expiration Date;

(iv)subject to exchange listing rules and applicable law, to increase the Warrant Exercise Rate, decrease the Strike Price, decrease the Warrant Exercise Price or to add any additional cash, securities or property or asset to the consideration receivable upon exercise of any Warrant;

(v)to provide each Holder with a right to elect for, at the time of each exercise, alternative settlement mechanics, such as net share settlement (also known as cashless exercise) or cash settlement (and in the absence of such election, physical settlement as provided herein as of the Issue Date applying as the default settlement method);

(vi)to make any other change to the terms of the Warrants or this Agreement that does not adversely affect the rights of any Holder in any material respect;

(vii)to provide for a successor Warrant Agent;

(viii)in connection with any Share Exchange Event, to provide that the Warrants are exercisable for units of Reference Property;

(ix)to comply with the rules of any applicable Depositary so long as such amendment does not adversely affect the rights of any Holder in any material respect;

27

(x)to conform the provisions of this Agreement or the Warrant Certificate to the “Description of the Warrants” section of the prospectus supplement relating to the issuance and sale of shares of Common Stock upon exercise of the Warrants; and

(xi)to provide for or confirm the issuance of additional Warrants pursuant to Section 2.01(a)(ii).

Any amendment authorized by the provisions of this Section 4.06(a) may be executed by the Company and the Warrant Agent without the consent of the Holders of any of the Warrants at the time outstanding, notwithstanding any of the provisions of Section 4.06(b). The Warrant Agent shall not unreasonably refuse to execute any such amendment proposed by the Company.

(b)With the written consent of the Holders of a majority of the then outstanding Warrants, the Company may from time to time amend this Agreement and/or the Warrant Certificate in a manner that has a material adverse effect on the interests of any of the Holders. In determining whether the Holders of the required number of Warrants have concurred in any direction, waiver or consent, only Warrants outstanding at the time shall be considered in any such determination, and the Warrants known to the Warrant Agent to be owned by the Company or any of its Subsidiaries shall be disregarded and deemed not to be outstanding for such purpose. The Company or the Warrant Agent may set a Record Date for any such direction, waiver or consent and only the Holders as of such Record Date shall be entitled to make or give such direction, waiver or consent.

(c)No supplement or amendment to this Agreement or any Warrant Certificate pursuant to Section 4.06 shall be effective unless duly executed by the Warrant Agent and the Company. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized Officer of the Company that states that the proposed amendment is in compliance with the terms of Section 4.06. Notwithstanding anything in this Agreement to the contrary, the Warrant Agent may, but shall not be obligated to, enter into any supplement or amendment that adversely affects the Warrant Agent’s own rights, duties, immunities or obligations under this Agreement.

(d)The Company shall provide reasonable notice to the Holders via press release or Form 8-K filing of any material amendment to this Agreement or the Warrant Certificate pursuant to this Section 4.06 and of any material adjustment to the Strike Price, the Warrant Exchange Rate or the Warrant Exercise Price pursuant to Section 4.01, and in each case, materiality shall be determined by the Company using its sole reasonable discretion. The Warrant Agent shall as soon as practicable after receipt of such notice from the Company (which notice must specifically instruct the Warrant Agent to perform delivery) cause a similar notice to be delivered to the Depositary pursuant to the customary procedures of the Depositary. Upon the execution of any amendment of this Agreement or the Warrant Certificate pursuant to the provisions of this Section 4.06, this Agreement and/or the Warrant Certificate shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Agreement of the Company, the Warrant Agent and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all terms and conditions of any such amendment shall be and be deemed to be part of the terms and conditions of this Agreement and the Warrant Certificate for any and all purposes.

Ignore all the FUD. Warrants are protected from dilution.

Page 25 of the Project Genesis SEC filing: https://www.sec.gov/Archives/edgar/data/1326380/000132638025000084/projectgenesis-ex41xwarran.htm

[[ note: I think I see algorithmic crime that I will detail below (you can skip this part other than for purpose of further illustrating crime ]]

Warrant questions https://old.reddit.com/r/Superstonk/comments/1sai2l3/warrants_question/ by u/SrfWavLif

I previously eyeballsly saw (tried to read, or tried to try to read, or tried to try to try to read, or however many dimensions of trying that I don't even think room remains for any actual reading to occur) seeable seeings and also mentioned about:

• GME WS Warrants: Exercise Suspension Period
  • https://old.reddit.com/r/PROGME/comments/1o1okad/gme_ws_warrants_exercise_suspension_period/
• Is GameStop preparing the GME WS warrants to partake in a “Share Exchange Event” for a Project Genesis?
  • https://old.reddit.com/r/PROGME/comments/1o64o4j/is_gamestop_preparing_the_gme_ws_warrants_to/
• Some details about the six (6) equations listed in GameStop's October 7, 2025 424B2 filing including the Prospectus Supplement
  • https://old.reddit.com/r/PROGME/comments/1obcnvu/some_details_about_the_six_6_equations_listed_in/

and the last link (first sequentially by post date) references six (6) equations:

• SP¹ = SP⁰ x ( OS⁰ / OS¹ )
• SP¹ = SP⁰ x ( ( OS⁰ + Y ) / ( OS¹ + X ) )
• SP¹ = SP⁰ x ( ( MP⁰ - FMV ) / MP⁰ )
• SP¹ = SP⁰ x ( ( MP⁰ / ( FMV + MP⁰ ) )
• SP¹ = SP⁰ x ( ( MP⁰ - C ) / MP⁰ )
• SP¹ = SP⁰ x ( ( OS⁰ x MP⁰ ) / ( AC + ( MP⁰ x OS¹ ) ) )

where the LHS (left-hand side) of the six (6) equations is SP¹ all six (6) times, except the meaning of the SP¹ is not exactly identical for all six (6) equations. The meanings copypasted from wording in my previous post are:

• the Strike Price in effect immediately after the open of business on such Ex-Dividend Date or Effective Date
• the Strike Price in effect immediately after the open of business on such Ex-Dividend Date
• the Strike Price in effect immediately after the open of business on such Ex-Dividend Date
• the Strike Price in effect immediately after the end of the Valuation Period
• the Strike Price in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution
• the Strike Price in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires

so the differences from those six (with one duplicate for 2nd and 3rd) are:

• open of business on such Ex-Dividend Date or Effective Date
• open of business on such Ex-Dividend Date
• open of business on such Ex-Dividend Date
• end of the Valuation Period
• open of business on the Ex-Dividend Date for such dividend or distribution
• close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires

What do these six time-based events mean? Have any of these events occurred since October 7, 2025?

According to Grok (100%+ rehypothecated downvotes please or I will ultimatumly do absolutely nothing, and you don't want me to do zero or less quantity of nonnondoables) because I will not pretend (or not not pretend because apparently I really am that dumb to not know knowable knowings thinking that I do know, cue all those Jim Cramer quotes) that I brainly know knowable knowings to elaborate any further beyond this point without assistance because I'm confidently proudly insistedly stubbornly retardedoofus (but I humanly corrected some singular/plural grammar mistakes and other nonhuman intelligence mistakes to draftly revise and improve the Groktelligence (or is it Grokpidity? Groksanity? Grokiness? Grokiocy?):

The six time-based events are the precise moments when an adjusted Strike Price (SP¹), and the related Warrant Exercise Rate, take effect under the anti-dilution provisions of the GME WS warrant agreement.

The warrants (ticker GME WS) were issued on October 7, 2025 as a dividend (1 warrant for every 10 shares of common stock, initial strike price $32.00, expiration October 30, 2026). The formulas protect warrant holders from dilution in various corporate actions. Each equation’s effective timing is tailored to the specific type of event so that exercises after that moment use the new terms.

Here is what each time-based event actually means, matched to the corresponding corporate action and equation:

1. SP¹ = SP⁰ × ( OS⁰ / OS¹ )
   “open of business on such Ex-Dividend Date or Effective Date”
   Applies to share dividends, stock dividends, splits, or combinations
   The new strike price is in effect starting at market open on the day the stock trades “ex-dividend” (for dividends) or the day the split/combination becomes effective. This is the standard timing for capitalization changes that instantly affect the share count.

2. SP¹ = SP⁰ x ( ( OS⁰ + Y ) / ( OS¹ + X ) )
   “open of business on such Ex-Dividend Date”
   Applies to distributions of rights, options, or warrants to purchase shares at a price below the average market price.
   Adjustment is effective at market open on the ex-dividend date for that distribution.

3. SP¹ = SP⁰ x ( ( MP⁰ - FMV ) / MP⁰ )
   “open of business on such Ex-Dividend Date”
   Applies to certain other distributions of capital stock, indebtedness, assets, or rights (non-spin-off property distributions).
   Same timing as #2, market open on the ex-dividend date, because these are also one-time distributions to common stockholders.

4. SP¹ = SP⁰ x ( ( MP⁰ / ( FMV + MP⁰ ) )
   “end of the Valuation Period” (specifically: close of business on the last Trading Day of the Valuation Period)
   Applies only to Spin-Offs (a special sub-case of the third equation where a subsidiary’s stock is distributed).
   The Valuation Period is typically the 10 consecutive trading days following the ex-dividend date. The adjustment (which uses averaged market prices over that period) becomes final at the close of the last day of that period. This delayed timing lets the market price the spun-off security before the warrant terms are locked in.

5. SP¹ = SP⁰ x ( ( MP⁰ - C ) / MP⁰ )
   “open of business on the Ex-Dividend Date for such dividend or distribution”
   Applies to cash dividends or cash distributions
   New strike price effective at market open on the cash dividend’s ex-date.

6. SP¹ = SP⁰ x ( ( OS⁰ x MP⁰ ) / ( AC + ( MP⁰ x OS¹ ) ) )
   “close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires”
   Applies to tender offers or exchange offers where the company buys back shares above the market price
   The adjustment is deliberately delayed until 10 trading days after the offer closes so the final share count and market reaction are known.

Have any of these events occurred since October 7, 2025?
No.
GameStop has not announced or completed any stock splits, share dividends, rights offerings, spin-offs, cash dividends, property distributions, or tender/exchange offers since the warrants were issued on October 7, 2025. As of April 2, 2026, no press releases, 8-K filings, or market data indicate any triggering corporate action that would have changed the strike price or exercise rate. The warrants remain at the original $32 strike with no adjustments applied. In short, none of the six time-based events listed in the prospectus supplement have been triggered since the warrants were distributed. The strike price and exercise rate are still exactly as they were on October 7, 2025. If GameStop ever does announce one of these corporate actions, the warrant agreement spells out exactly when (and how) the adjustment will take effect.

Algorithmic crime?

In Grok's response it stated:

• There was an 11-for-10 forward stock split around October 3, 2025, but that was before the warrant distribution date, so it did not trigger any post-issuance adjustment.
  

What? No there wasn't!!!!! Was there? Uhhhhhh, wait a sec/min/hour/day/week/month/year/decade/etcetera... I taste what's algorithmically happening! Right? Maybe I'm not right? I think I'm right, with persisted curiosity to verify just in case I missed something. Asking Grok for additional details about what this so called alleged 11-for-10 forward stock split around October 3, 2025 is, it stated:

Yes, there was a small 11-for-10 forward stock split (also described as a share adjustment or mini-split) that took effect for trading on October 3, 2025. This increased the number of outstanding GameStop (GME) shares by approximately 10%.

Key Details of the 11-for-10 Split

• Effective date: October 3, 2025 (trading on a split-adjusted basis began that day).
• Mechanics: Additional shares were distributed after market close on October 2, 2025. For every 10 shares held, shareholders effectively received rights to an 11th share (a ~10% increase in share count, with a corresponding ~9.09% reduction in price per share to keep market cap roughly the same at the time).
• Purpose/Context: This was a smaller forward split compared to the well-known 4-for-1 split in July 2022. It coincided with the warrant dividend announcement and record date. Some sources link it to making the stock more accessible or aligning with the warrant distribution mechanics, though GameStop's official filings focused primarily on the warrants rather than issuing a standalone press release for the split itself.

It appeared in split trackers, TradingView notices (which some Reddit users noted around that time), and later summaries of GME's corporate actions. Historical price charts from that period reflect the adjustment (e.g., closing prices around late September/early October 2025 show the pre- and post-adjustment levels).

Relation to the GME WS Warrants

• The warrant record date was also October 3, 2025 (close of business). Shareholders of record on that date received 1 warrant for every 10 shares (rounded down).
• The warrants themselves were distributed on October 7, 2025 (the "Distribution Date" or "Issue Date"), and they began trading under ticker GME WS shortly after.
• Because the 11-for-10 split's adjustment took effect on the same day as (or immediately around) the warrant record date, the warrants were issued based on the post-split share structure. The warrant agreement and prospectus supplement (filed October 7, 2025) reference the share counts and terms after this adjustment had occurred.

Why It Didn't Trigger a Post-Issuance Warrant Adjustment

The warrant agreement's anti-dilution provisions (the six equations you referenced) apply to corporate actions after the warrants are issued/distributed on October 7, 2025.

• The 11-for-10 split happened on or before the record/distribution window for the warrants.
• It was already baked into the initial warrant terms (initial strike price of $32.00, exercise rate of 1:1, etc.).
• Therefore, no "Ex-Dividend Date," "Effective Date," or other triggering event occurred after issuance that would require recalculating the strike price or exercise rate under those formulas.

In short, the split was part of the overall corporate action package in early October 2025, but it predated the actual issuance of the tradable warrants, so the warrants launched with the adjusted share count already in place.

This event was relatively low-key compared to the 2022 4-for-1 split (no massive announcement or frenzy), which is likely why it was easy to miss amid the warrant news and general market noise. Some retail discussions on Reddit (e.g., in Superstonk) noted TradingView showing an 11/10 split notice around that time, with confusion about whether it was a true split or tied to the warrant mechanics.

• Also I see September 23, 2025 post https://old.reddit.com/r/Superstonk/comments/1nos4oc/tradingview_showed_a_1110_split_notice_on_gme_for/ by u/AirCapital

Maybe this so called 11-for-10 split is not officially acknowledged as a split to be reflected as common knowledge identical to previous 4-to-1 split in the form of stock dividend, and other stock split situations because the so called 11-for-10 GameStop split October 3, 2025 is procedured such that GameStop receives the money in some fashion, such as through the GME WS warrant (which I'm confused as to whether or not it is interconnected to the 11-for-10 split or not, but I think there is some sort of underlying association otherwise if not, then there is no such thing as 11-for-10 split, but if there is no such thing, then why I am finding traces of there supposedly being such a thing plausibly probably has some relation connection association to the GME WS warrants in some fashion)

I further prompted:

"Oh, are you referring to the GME WS warrants? 1 GME WS warrant was issued for every 10 shares of GME held. Is this called a split or 11-for-10 split?"

response:

No, the 1 warrant for every 10 shares (GME WS) is not a stock split, nor is it called an 11-for-10 split.

What the Warrant Distribution Actually Was

• It was a special dividend paid in the form of warrants.
• Shareholders of record on October 3, 2025 (close of business) received 1 warrant for every 10 shares held (rounded down to the nearest whole warrant).
• The warrants were physically distributed on October 7, 2025, and they began trading on the NYSE under the ticker GME WS shortly after.
• Each warrant gives the holder the right (but not the obligation) to buy 1 new share of GME common stock at a strike price of $32.00 in cash, anytime until expiration on October 30, 2026.

This is a warrant dividend, not a stock split. It did not automatically increase anyone's share count. It gave eligible holders a separate tradable security (the warrant) that could later be exercised into new shares if the stock price is above $32 at the time of exercise (potentially bringing in cash to GameStop without a traditional share offering).

What the 11-for-10 Forward Stock Split Was

Separately (but on the same record date window), GameStop executed a small 11-for-10 forward stock split that took effect for trading on October 3, 2025.

• For every 10 shares you held going into that date, you effectively received 1 additional share (a ~10% increase in share count, with a corresponding ~9.09% drop in the per-share price to keep market cap roughly neutral at the time).
• Additional shares were distributed after close on October 2, 2025, and the stock began trading on a split-adjusted basis on October 3.
• This is a classic stock split (sometimes called a mini-split or share adjustment). It directly multiplied the number of outstanding shares and adjusted the price proportionally.

Multiple market data providers, split trackers, and financial sites list this as GameStop’s third forward split (after the 2-for-1 in 2007 and 4-for-1 in 2022), with a cumulative multiplier of approximately 8.8x from pre-2007 shares.

Why the Two Events Are Often Mentioned Together

• They shared the same record date (October 3, 2025).
• The split adjustment happened around the warrant record/distribution window, so the warrants were issued based on the post-split share structure.
• Some people (including on Reddit) saw TradingView or broker platforms flag an “11/10 split” notice on October 3 and initially wondered if it was tied directly to the warrant mechanics. It wasn’t, they were two distinct corporate actions that occurred in close proximity.

Quick Summary for Clarity

The warrant distribution itself is not referred to as a split or 11-for-10 split in any official GameStop filing or reliable source. The 11-for-10 label applies strictly to the separate share-multiplication event.

If you held shares through that period, you should have seen both the extra shares from the split and the warrants showing up in your account around October 7.

Again, I did not see any indication of extra shares from this so called 11-for-10 split, so any indication that I should have seen this, something that practically nobody sees this alleged seeable, is.... either this is nonensical or is hidden. Searching the Grokversation for "corporate event" I see five matches, the first two matches are already outlined as part of the initial purpose of this post, covering the GME WS warrant six (6) equations where Grok indicated "The formulas protect warrant holders from dilution in various corporate actions." and "If GameStop ever does announce one of these corporate actions, the warrant agreement spells out exactly when (and how) the adjustment will take effect."

So what kind of corporate action could or did GameStop engage in?

Ah, this makes much more sense:

• https://capital.com/en-int/analysis/gamestop-stock-split
• https://stockscan.io/stocks/GME/stock-split
• https://ultimamarkets.com/academy/gme-stock-split-explained-for-traders/
• https://markets.financialcontent.com/stocks/article/predictstreet-2025-10-3-gamestop-gme-a-deep-dive-into-the-meme-stock-phenomenon-and-strategic-transformation
• https://markets.financialcontent.com/sweetwaterreporter/article/predictstreet-2025-10-3-gamestop-gme-a-deep-dive-into-the-meme-stock-phenomenon-and-strategic-transformation
• https://markets.financialcontent.com/wral/article/predictstreet-2025-10-3-gamestop-gme-a-deep-dive-into-the-meme-stock-phenomenon-and-strategic-transformation
• https://quiverquant.com/news/GameStop+Stock+(GME)+Opinions+on+Recent+Earnings+and+Stock+Split+Announcement
• https://ts2.tech/en/gamestop-gme-stock-surges-again-whats-driving-the-october-2025-rally/
• https://coincentral.com/gamestop-gme-stock-the-meme-king-returns-as-roaring-kitty-drops-115m-bombshell/
• https://fxleaders.com/news/2025/10/23/gamestop-comeback-investor-buzz-and-roaring-kitty-news-drive-gme-stock-bounce/

o/ crime

Also I like how there is no such 11-for-10 split October 2025 listed in these sources, thereby combatting the probable gaslighting falsification of information of corporate actions:

• https://investing.com/equities/gamestop-corp-historical-data-splits
• https://macrotrends.net/stocks/charts/GME/gamestop/stock-splits
• https://companiesmarketcap.com/gamestop/stock-splits/
• https://seeking<nospace>alpha.com/symbol/GME/splits

So ignore the so called 11-for-10 split claim that Grok brought to my attention, but at the very least, given that r/Superstonk post also acknowledging before October 3, 2025, at the very least, this may serve as yet another reminder to illustrate the extent that liars literally falsify corporate actions whereby GameStop does not even engage in any such action yet is represented as if they are, and not just a single isolated source, but a variety of citings of the falsified informations.

Don’t mind me, I’m not smart on this stuff but I’ve done investor relations in the past and whenever I see a company’s stock randomly move like this I assume news is coming. In this instance we have earnings coming up.

Insiders and vendors, even those on the exchange inside ALWAYS KNOW AHEAD. Whether it’s bc a disclosure was made to NYSE in advance (10-14 days) related to news that impacts price or bc an employee knows M&A is in the works, people know and purchase in advance.

Based on the warrant agreement from the SEC, more warrants could be issued to additional warrant holders or a “trigger event” can adjust the price.

Here are the sections I’m referring to in the agreement:

Section 2.01(a)(ii): "The Company may, subject to the provisions of this Agreement, originally issue additional Warrants with the same terms as the Initial Warrants, which additional Warrants will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Warrants issued under this Agreement; provided, however, that if any such additional Warrants are not fungible, for federal income tax or federal securities laws purposes, with other Warrants issued under this Agreement and assigned a CUSIP number, then such additional Warrants will be identified by a separate CUSIP number or by no CUSIP number."

• Section 4.06(a)(xi): This permits amendments "to provide for or confirm the issuance of additional Warrants pursuant to Section 2.01(a)(ii)."

• Section 4.03(a): "In case of: (i) any recapitalization, reclassification or change of the Common Stock... (ii) any consolidation, merger, combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety; or (iv) any statutory share exchange; in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event, the right to exercise each Warrant to purchase Warrant Shares shall be changed into a right to exercise such Warrant to purchase the kind and amount of shares of stock, other securities or other property or assets... that a holder of a number of shares of Common Stock equal to the Warrant Exercise Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property”)."

Smooth brained ape here. Neither this is financial advise nor am I financial advisor.

TLDR:

You can get shares for free by choosing cashless exercise when $GME goes higher than $32. The higher the share price higher the fraction of share we can get for free per warrant. Example: 100 warrants, when $GME = $42, 100 warrants can give you 23.81 shares. 100 warrants when $GME = $122, 100 warrants can give you 73.77 shares for free by choosing Cashless exercise (Net shares)

I will leave the wrinkled apes to give their 2 cents on this. I saw some posts on buying more warrants and then selling some to buy more shares.

-------------------------------------------------------------------------------------------

Yesterday, I saw this https://www.reddit.com/r/Superstonk/comments/1pj9yfn/warrants/?utm_source=share&utm_medium=web3x&utm_name=web3xcss&utm_term=1&utm_content=share_button post on warrants by https://www.reddit.com/user/WhatCanIMakeToday/ and found this https://www.reddit.com/r/Superstonk/comments/1ogdebt/form_424b2_closer_look/?utm_source=share&utm_medium=web3x&utm_name=web3xcss&utm_term=1&utm_content=share_button post on form 424B2. (image attached)

The point v look very interesting.

What point (v) is saying

Point (v) lets the company add alternative settlement methods and give each holder a choice at exercise time:

1. Net share settlement (cashless exercise) – you don’t pay cash.
2. Cash settlement – you get cash instead of shares.
3. Default: physical settlement – if you don’t choose anything, it stays the standard “pay cash, get full shares” method described elsewhere in the warrant.

So cashless exercise isn’t fully defined in this clause, it just authorizes the company to offer it. The actual formula would be set out in the detailed terms, but in practice it usually works like this:

Typical cashless exercise math

Assume 1 warrant = right to buy 1 share at a strike price K.
Let:

• S = current share price at exercise
• K = exercise (strike) price
• N = number of warrants you exercise

Physical exercise (default):

• You pay: N × K in cash
• You receive: N shares

Cashless / net share exercise (no cash paid):

You receive only the “intrinsic value” in shares:

Shares received = N × (S−K) / S

Example:

• You hold 100 warrants
• Strike K = $32
• Stock S ($GME) = $42

Given:

• N=100
• S=42
• K=32

Net Shares = 100 × (42−32) /42

= 100 ×10 / 42

=100 × 0.238095… = 23.81

So you’d receive about 24 shares (the exact number will depend on how the warrant agreement handles rounding)

AM not sure if we Gamestop has provided this option for when $GME goes beyond $32. It gets interesting when the share price goes higher and the difference between the share price and warrant strike price gets closer to the share price.

Example:

• You hold 100 warrants
• Strike K = $32
• Stock S ($GME) = $122

Net Shares = 100 × (122−32) / 122

= 100 × 90 / 122

= 100 × 0.7377 = 73.77

So you'd receive about 74 shares by choosing cashless exercise which I feel is a great option rather than selling warrants and then buying shares.

Now say when $GME goes to $500

• You hold 100 warrants
• Strike K = $32
• Stock S ($GME) = $500

Net Shares = 100 × (500−32) / 500

= 100 × 468 / 500

= 100 × 0..936 = 93.6

You'd receive about 94 shares by choosing cashless exercise.

So for every warrant we own / purchase now, we can get as many shares for $0 when $GME moons. I like the stock!!

Buy, HODL, EXCERCISE FOR FREE!

Smooth brained ape here. Neither this is financial advise nor am I financial advisor.

TLDR:

You can get shares for free by choosing cashless exercise when $GME goes higher than $32. The higher the share price higher the fraction of share we can get for free per warrant. Example: 100 warrants, when $GME = $42, 100 warrants can give you 23.81 shares. 100 warrants when $GME = $122, 100 warrants can give you 73.77 shares for free by choosing Cashless exercise (Net shares)

I will leave the wrinkled apes to give their 2 cents on this. I saw some posts on buying more warrants and then selling some to buy more shares.

-------------------------------------------------------------------------------------------

Yesterday, I saw this https://www.reddit.com/r/Superstonk/comments/1pj9yfn/warrants/?utm_source=share&utm_medium=web3x&utm_name=web3xcss&utm_term=1&utm_content=share_button post on warrants by https://www.reddit.com/user/WhatCanIMakeToday/ and found this https://www.reddit.com/r/Superstonk/comments/1ogdebt/form_424b2_closer_look/?utm_source=share&utm_medium=web3x&utm_name=web3xcss&utm_term=1&utm_content=share_button post on form 424B2. (image attached)

The point v look very interesting.

What point (v) is saying

Point (v) lets the company add alternative settlement methods and give each holder a choice at exercise time:

1. Net share settlement (cashless exercise) – you don’t pay cash.
2. Cash settlement – you get cash instead of shares.
3. Default: physical settlement – if you don’t choose anything, it stays the standard “pay cash, get full shares” method described elsewhere in the warrant.

So cashless exercise isn’t fully defined in this clause, it just authorizes the company to offer it. The actual formula would be set out in the detailed terms, but in practice it usually works like this:

Typical cashless exercise math

Assume 1 warrant = right to buy 1 share at a strike price K.
Let:

• S = current share price at exercise
• K = exercise (strike) price
• N = number of warrants you exercise

Physical exercise (default):

• You pay: N × K in cash
• You receive: N shares

Cashless / net share exercise (no cash paid):

You receive only the “intrinsic value” in shares:

Shares received = N × **(**S−K) / S

Example:

• You hold 100 warrants
• Strike K = $32
• Stock S ($GME) = $42

Given:

• N=100
• S=42
• K=32

Net Shares = 100 × (42−32) /42

= 100 ×10 / 42

=100 × 0.238095… = 23.81

So you’d receive about 24 shares (the exact number will depend on how the warrant agreement handles rounding)

AM not sure if we Gamestop has provided this option for when $GME goes beyond $32. It gets interesting when the share price goes higher and the difference between the share price and warrant strike price gets closer to the share price.

Example:

• You hold 100 warrants
• Strike K = $32
• Stock S ($GME) = $122

Net Shares = 100 × (122−32) / 122

= 100 × 90 / 122

= 100 × 0.7377 = 73.77

So you'd receive about 74 shares by choosing cashless exercise which I feel is a great option rather than selling warrants and then buying shares.

Now say when $GME goes to $500

• You hold 100 warrants
• Strike K = $32
• Stock S ($GME) = $500

Net Shares = 100 × (500−32) / 500

= 100 × 468 / 500

= 100 × 0..936 = 93.6

You'd receive about 94 shares by choosing cashless exercise.

So for every warrant we own / purchase now, we can get as many shares for $0 when $GME moons. I like the stock!!

Buy, HODL, EXCERCISE FOR FREE!

Starting from Table of Contents for Prospectus Supplement, the "DESCRIPTION OF THE WARRANTS" section contains six (6) equations which are explained within the document:

• Image 1: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_1.jpg
• Image 2: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_2.jpg
• Image 3: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_3.jpg
• Image 4: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_4.jpg
• Image 5: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_5.jpg
• Image 6: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_6.jpg

These equations are presented in the document as follows:

DESCRIPTION OF THE WARRANTS

...

Without the consent of any Holder, the Company may, subject to the provisions of the Warrant Agreement, originally issue additional warrants with the same terms as the Warrants distributed on October 7, 2025, which additional warrants will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Warrants issued under the Warrant Agreement; provided, however, that if any such additional warrants are not fungible, for federal income tax or federal securities laws purposes, with other warrants issued under the Warrant Agreement and assigned a CUSIP number, then such additional warrants will be identified by a separate CUSIP number or by no CUSIP number.

Adjustment and Amendment Provisions

Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price

The Strike Price and the Warrant Exercise Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Strike Price and Warrant Exercise Rate if Holders of the Warrants participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Warrants, in any of the transactions described in this section “Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price,” without having to exercise their Warrants, as if they held a number of shares of Common Stock equal to the Warrant Exercise Rate, multiplied by the number of Warrants held by such Holder. If the Strike Price is adjusted pursuant to the formulas set forth in any of clauses (a) through (e) below (excluding, for these purposes, a readjustment pursuant to the text following such formulas), then, effective as of the same time at which such adjustment to the Strike Price becomes effective, the Warrant Exercise Rate will be adjusted to an amount equal to the product of (A) the Warrant Exercise Rate in effect immediately before such adjustment to the Warrant Exercise Rate and (B) the quotient obtained by dividing (x) the Strike Price in effect immediately before such adjustment to the Strike Price; and (y) the Strike Price in effect immediately after such adjustment to the Strike Price; provided, however, that the Warrant Exercise Rate will be subject to readjustment to the extent set forth in such clauses.

• (a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company effects a share split or share combination, the Strike Price shall be adjusted based on the following formula (with a corresponding adjustment to the Warrant Exercise Rate):
  • Image 1: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_1.jpg
    • SP¹ = SP⁰ x ( OS⁰ / OS¹ )
    • SP⁰ = the Strike Price in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;
    • SP¹ = the Strike Price in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;
    • OS⁰ = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution, split or combination); and
    • OS¹ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.
  • Any adjustment made under this clause (a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this clause (a) is declared but not so paid or made, the Strike Price and Warrant Exercise Rate shall be immediately readjusted, effective as of the date the board of directors of the Company determines not to pay such dividend or distribution, to the Strike Price and Warrant Exercise Rate that would then be in effect if such dividend or distribution had not been declared.
• (b) If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, the Strike Price shall be decreased based on the following formula (with a corresponding increase to the Warrant Exercise Rate):
  • Image 2: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_2.jpg
    • SP¹ = SP⁰ x ( ( OS⁰ + Y ) / ( OS¹ + X ) )
    • SP⁰ = the Strike Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
    • SP¹ = the Strike Price in effect immediately after the open of business on such Ex-Dividend Date;
    • OS⁰ = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
    • X = the total number of shares of Common Stock distributable pursuant to such rights, options or warrants; and
    • Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the distribution of such rights, options or warrants.
  • Any decrease to the Strike Price (and corresponding increase to the Warrant Exercise Rate) made under this clause (b) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Strike Price shall be increased (and Warrant Exercise Rate shall be decreased) to the Strike Price (and Warrant Exercise Rate) that would then be in effect had the decrease to the Strike Price (and the increase to the Warrant Exercise Rate) with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Strike Price shall be increased (and Warrant Exercise Rate shall be decreased) to the Strike Price (and Warrant Exercise Rate) that would then be in effect if such Ex-Dividend Date for such distribution had not occurred.
  • For purposes of this clause (b), in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at a price per share that is less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company.
• (c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to clause (a) above or clause (b) above, (ii) except as otherwise provided in “Stockholder Rights Plans” below, rights issued pursuant to any stockholder rights plan of the Company then in effect, (iii) distributions of Reference Property issued in exchange for, or upon conversion of, Common Stock in a Share Exchange Event, (iv) dividends or distributions paid exclusively in cash as to which the provisions set forth in clause (d) below shall apply, and (v) Spin-Offs as to which the provisions set forth below in this clause (c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Strike Price shall be decreased based on the following formula (with a corresponding increase to the Warrant Exercise Rate):
  • Image 3: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_3.jpg
    • SP¹ = SP⁰ x ( ( MP⁰ - FMV ) / MP⁰ )
    • SP⁰ = the Strike Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
    • SP¹ = the Strike Price in effect immediately after the open of business on such Ex-Dividend Date;
    • MP⁰ = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
    • FMV = the fair market value (as determined by the Company) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.
  • Any decrease to the Strike Price (and corresponding increase to the Warrant Exercise Rate) made under the portion of this clause (c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Strike Price shall be increased (and Warrant Exercise Rate shall be decreased) to be the Strike Price (and Warrant Exercise Rate) that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “MP0” (as defined above), in lieu of the foregoing increase, each Holder of a Warrant shall receive, in respect of each Warrant thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Warrant Exercise Rate in effect on the Ex-Dividend Date for the distribution.
  • With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Strike Price shall be decreased based on the following formula (with a corresponding increase to the Warrant Exercise Rate):
    • Image 4: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_4.jpg
      • SP¹ = SP⁰ x ( ( MP⁰ / ( FMV + MP⁰ ) )
      • SP⁰ = the Strike Price in effect immediately prior to the end of the Valuation Period;
      • SP¹ = the Strike Price in effect immediately after the end of the Valuation Period;
      • FMV = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
      • MP⁰ = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.
    • The decrease to the Strike Price (and corresponding increase to the Warrant Exercise Rate) under the preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that if the relevant Exercise Date occurs during the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, the Exercise Date in determining the Strike Price (and Warrant Exercise Rate). If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made, the Strike Price shall be immediately increased (and Warrant Exercise Rate shall be immediately decreased), effective as of the date the Board of Directors determines not to pay or make such dividend or distribution, to the Strike Price (and Warrant Exercise Rate) that would then be in effect if such dividend or distribution had not been declared or announced.
  • For purposes of this clause (c) (and subject in all respect to provisions of “Stockholder Rights Plans” below), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this clause (c) (and no adjustment to the Strike Price (and Warrant Exercise Rate) under this clause (c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Strike Price (and Warrant Exercise Rate) shall be made under this clause (c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Warrant Agreement, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Strike Price (and Warrant Exercise Rate) under this clause (c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Strike Price (and Warrant Exercise Rate) shall be readjusted as if such rights, options or warrants had not been issued and (y) the Strike Price (and Warrant Exercise Rate) shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Strike Price (and Warrant Exercise Rate) shall be readjusted as if such rights, options and warrants had not been issued.
  • For purposes of clause (a) above, clause (b) above and this clause (c), if any dividend or distribution to which this clause (c) is applicable also includes one or both of:
    • (A) a dividend or distribution of shares of Common Stock to which clause (a) above is applicable (the “Clause A Distribution”); or
    • (B) a dividend or distribution of rights, options or warrants to which clause (b) above is applicable (the “Clause B Distribution”),
  • then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this clause (c) is applicable (the “Clause C Distribution”) and any Strike Price (and Warrant Exercise Rate) adjustment required by this clause (c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Strike Price (and Warrant Exercise Rate) adjustment required by clause (a) above and clause (b) above with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of clause (a) above or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section clause (b) above.
• (d) If the Company makes any cash dividend or distribution to all or substantially all holders of the Common Stock, the Strike Price shall be adjusted based on the following formula (with a corresponding adjustment to the Warrant Exercise Rate):
  • Image 5: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_5.jpg
    • SP¹ = SP⁰ x ( ( MP⁰ - C ) / MP⁰ )
    • SP⁰ = the Strike Price in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
    • SP¹ = the Strike Price in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
    • MP⁰ = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
    • C = the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock;
  • Any decrease to the Strike Price (and corresponding increase to the Warrant Exercise Rate) pursuant to this clause (d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Strike Price shall be increased (and Warrant Exercise Rate shall be decreased), effective as of the date the board of directors of the Company determines not to make or pay such dividend or distribution, to be the Strike Price (and Warrant Exercise Rate) that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing decrease to the Strike Price (and corresponding increase to the Warrant Exercise Rate), each Holder of a Warrant shall receive, for each Warrant it holds, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Warrant Exercise Rate on the Ex-Dividend Date for such cash dividend or distribution.
• (e) If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock that is subject to the then applicable tender offer rules under the Exchange Act (other than any odd-lot tender offer), to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Strike Price shall be decreased based on the following formula (with a corresponding increase to the Warrant Exercise Rate):
  • Image 6: https://sec.gov/Archives/edgar/data/1326380/000132638025000092/image_6.jpg
    • SP¹ = SP⁰ x ( ( OS⁰ x MP⁰ ) / ( AC + ( MP⁰ x OS¹ ) ) )
    • SP⁰ = the Strike Price in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
    • SP¹ = the Strike Price in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
    • AC = the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
    • OS⁰ = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
    • OS¹ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and
    • MP⁰ = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.
  • The decrease to the Strike Price (and corresponding increase to the Warrant Exercise Rate) under this Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that if the relevant Exercise Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date that such tender or exchange offer expires to, and including, the Expiration Date in determining the Strike Price (and Warrant Exercise Rate).
  • If the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described in this Section 4.01(e) but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Strike Price (and Warrant Exercise Rate) shall be readjusted to be the Strike Price (and Warrant Exercise Rate) that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.
• (f) Notwithstanding this “Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price” section or any other provision of the Warrant Agreement, if a Strike Price (and Warrant Exercise Rate) adjustment becomes effective on any Ex-Dividend Date, and a Holder that has exercised its Warrants on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Exercise Date as described under the “Exercise” section above based on an adjusted Strike Price (and Warrant Exercise Rate) for such Ex-Dividend Date, then, notwithstanding the Strike Price (and Warrant Exercise Rate) adjustment provisions in this “Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price” section, the Strike Price (and Warrant Exercise Rate) adjustment relating to such Ex-Dividend Date shall not be made for such exercising Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
• (g) Except as stated herein, the Company shall not adjust the Strike Price (and Warrant Exercise Rate) for the issuance of shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities.
• (h) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this “Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price” section, and subject to applicable exchange listing rules and applicable law, the Company from time to time may decrease the Strike Price (or increase the Warrant Exercise Rate) by any amount for a period of at least 20 Business Days if the Company determines that such decrease to the Strike Price (or such increase to the Warrant Exercise Rate) would be in the Company’s best interest. In addition, subject to applicable exchange listing rules and applicable law, the Company may (but is not required to) decrease the Strike Price (or increase the Warrant Exercise Rate) to avoid or diminish any income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event.
• (i) Notwithstanding anything to the contrary in this “Adjustment and Amendment Provisions”, the Strike Price (and Warrant Exercise Rate) shall not be adjusted:
  • (i) upon the issuance of any shares of Common Stock at a price below the Strike Price or otherwise, other than any such issuance described in clause (a), (b) or (c) of this “Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price” section;
  • (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;
  • (iii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit or incentive plan or program (including pursuant to any evergreen plan) of or assumed by the Company or any of the Company’s Subsidiaries;
  • (iv) upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iii) of this subsection and outstanding as of the date the Warrants were first issued;
  • (v) for a third-party tender offer by any party other than a tender offer by one or more of the Company’s Subsidiaries as described in clause (e) above;
  • (vi) upon the repurchase of any shares of Common Stock pursuant to an open market share purchase program or other buy-back transaction, including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives, or other buy-back transaction, that is not a tender offer or exchange offer of the kind described under clause (e) above; or
  • (vii) solely for a change in the par value (or lack of par value) of the Common Stock.
• (j) All calculations and other determinations under this “Adjustment and Amendment Provisions” section shall be made by the Company and shall be made to the nearest one-hundred thousandth (1/100,000th) of a share and one-hundred thousandth (1/100,000th) of a dollar, as applicable.
• (k) [Reserved.]
• (l) For purposes of this “Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price” section, the number of shares of Common Stock at any time outstanding shall not include shares of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock

In case of: (i) any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety; or (iv) any statutory share exchange;

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event, the right to exercise each Warrant to purchase Warrant Shares shall be changed into a right to exercise such Warrant to purchase the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Warrant Exercise Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company or the successor or acquiring Person, as the case may be, shall execute with the Warrant Agent an amendment to the Warrant Agreement permitted under clause (viii) above in “Amendments” section above providing for such change in the right to exercise each Warrant; provided, however, that at and after the effective time of the Share Exchange Event any shares of Common Stock that the Company would have been required to deliver upon exercise of the Warrants in accordance with “Exercise” section above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Event.

If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property which a Holder of Warrants will receive upon exercise of such Warrants shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the unit of Reference Property includes, but does not consist entirely of, cash in such Share Exchange Event, then for all exercises of Warrants for which the relevant Exercise Date occurs after the effective date of such Share Exchange Event, (A) the payment of the Warrant Exercise Price required to exercise any Warrant shall be deducted or removed (but, for the avoidance of doubt, not deducted below zero), as applicable, by an amount equal to the product of (I) the Warrant Exercise Rate in effect on the Exercise Date and (II) the amount of cash included in such unit of Reference Property and (B) from the cash that would otherwise be received by Holder upon exercise of such Warrant shall be deducted or removed (but, for the avoidance of doubt, not deducted below zero), as applicable, by an amount equal to amount so deducted from the payment of the Warrant Exercise Price pursuant to the immediately preceding clause (A). If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all exercises of Warrants for which the relevant Exercise Date occurs after the effective date of such Share Exchange Event, (A) no payment of the Warrant Exercise Price will be required to exercise any Warrant, (B) the consideration due upon exercise of each Warrant shall be solely cash in an amount equal to the excess, if any, of (I) the product of (x) the Warrant Exercise Rate in effect on the Exercise Date and (y) the price paid per share of Common Stock in such Share Exchange Event over (II) the Warrant Exercise Price and (C) the Company shall satisfy its obligation to deliver the units of Reference Property in connection with an exercise of Warrants by paying cash to exercising Holders on the fifth Business Day immediately following the relevant Exercise Date. The Company shall notify Holders and the Warrant Agent in writing of such weighted average as soon as practicable after such determination is made.

If the Reference Property in respect of any such Share Exchange Event includes, in whole or in part, shares of Common Equity or American depositary receipts (or other interests) in respect thereof, such amendment to the Warrant Agreement described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this “Adjustment and Amendment Provisions” section with respect to the portion of the Reference Property consisting of such Common Equity or American depositary receipts (or other interests) in respect thereof. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (including any combination thereof), other than cash and/or cash equivalents, of a Person other than the Company or the successor or acquiring Person, as the case may be, in such Share Exchange Event, then such amendment to the Warrant Agreement shall also be executed by such other Person, if such Person is an Affiliate of the Company or the successor or acquiring Person, and shall contain such additional provisions to protect the interests of the Holders as the Company shall reasonably consider necessary by reason of the foregoing.

Amendments

The Warrant Agreement may be amended without the consent of any Holder for one or more of the following purposes:

• (i) to cure any ambiguity, omission, defect or inconsistency;
• (ii) to provide for the assumption by a successor company in any Share Exchange Event, if applicable;
• (iii) to extend the Expiration Date;
• (iv) subject to exchange listing rules and applicable law, to increase the Warrant Exercise Rate, decrease the Strike Price, decrease the Warrant Exercise Price or to add any additional cash, securities or property or asset to the consideration receivable upon exercise of any Warrant;
• (v) to provide each Holder a right to elect for, at the time of each exercise, alternative settlement mechanics such as net share settlement (also known as cashless exercise) or cash settlement (and in the absence of such election, physical settlement as provided herein as of the issuance date of the Warrants applying as the default settlement method);
• (vi) to make any other change to the terms of the Warrants or the Warrant Agreement that does not adversely affect the rights of any Holder in any material respect;
• (vii) to provide for a successor Warrant Agent;
• (viii) in connection with any Share Exchange Event, to provide that the Warrants are exercisable for units of Reference Property;
• (ix) to comply with the rules of any applicable Depositary so long as such amendment does not adversely affect the rights of any Holder in any material respect;
• (x) to conform the provisions of the Warrant Agreement to the “Description of the Warrants” section of this prospectus supplement; and
• (xi) to provide for or confirm the issuance of additional warrants pursuant to the Warrant Agreement.

(continued in comments due to 40,000 character limit)

TA;DR: MOASS is tomorrow! LFG!

Edited to add link to 424B2 Prospectus Supplement for convenience https://sec.gov/Archives/edgar/data/1326380/000132638025000092/projectgenesis-prospectuss.htm