3.5 CVR Adjustment
In the event that, following the CVRs Effective Date, Topco issues new shares or other equity
securities which are subscribed for in cash in full at market value, Topco shall appoint an
independent financial adviser to determine any consequential reduction in the CVR Entitlement,
calculated on a fair value basis (a “CVR Adjustment”).
Upon the determination of any consequential CVR Adjustment in accordance with paragraph
above, the CVR Entitlement shall be amended by Topco in accordance with such CVR Adjustment,
and any such amendment will be binding on all Parties.
Topco shall promptly notify the Registered Beneficiaries of any CVR Adjustment in accordance
with this Clause 3.5.