“Affiliate” means, with respect to any Person, any other Person (for all purposes hereunder, including any entities or individuals) that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first Person. It is expressly agreed that, for purposes of this definition, none of the Corporation or any of its subsidiaries is an Affiliate of the Warrantholder or any of its subsidiaries or other Affiliates (and vice versa).

“Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3.01, multiplied by (b) the then-current Exercise Price.

“Antitrust Laws” means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state, local, domestic, foreign, or supranational laws that are designed to prohibit, restrict, or regulate actions having the purpose or effect of monopolization or restraint of trade or that provide for review of merger control or foreign investment.

“Applicable Law” means, with respect to any Person, any federal, national, state, local, municipal, international, multinational, or SRO or Governmental Entity statute, law, ordinance, secondary and subordinate legislation, directives, rule (including rules of common law and rules of stock exchanges), regulation, ordinance, treaty, order, permit, authorization, or other requirement applicable to such Person, its assets, properties, operations, or business.

“Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance); provided that, except as otherwise specified herein, such calculations shall be made inclusive of all Warrant Shares subject to issuance under the Warrant.

“Board” means the board of directors of the Corporation.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks are authorized or required by Applicable Law to close in the City of New York, New York.

“Cashless Exercise Ratio” with respect to any exercise of this Warrant means a fraction (i) the numerator of which is the result of (x) the VWAP Price as of the exercise date, minus (y) the Exercise Price, and (ii) the denominator of which is the VWAP Price as of the exercise date.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Commercial Arrangements” has the meaning set forth in the preamble.

“Commission” means the U.S. Securities and Exchange Commission, or any successor agency.

“Common Stock” has the meaning set forth in the preamble.

“Corporation” has the meaning set forth in the preamble.

“Equity Interests” means any and all (i) shares, interests, participations, or other equivalents (however designated) of capital stock or other voting securities of a corporation and any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations, or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, (iii) restricted stock units that settle into shares of capital stock, and (iv) any and all warrants, rights, or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights, or other interests are authorized or otherwise existing on any date of determination (clauses (ii) and (iii), collectively “convertible securities” and any conversion, exchange, or exercise of any convertible securities, a “conversion”).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercise Conditions” has the meaning assigned to such term in Section 2.03(b).

“Exercise Period” means, with respect to the applicable Warrant Shares, the period from and after the applicable Vesting Event for such Warrant Shares through the Expiration Time.

“Exercise Price” has the meaning assigned to such term in Section 2.01.

“Expiration Time” means 5:00 p.m., California time, on August 18, 2033 (the seventh anniversary of the Issue Date), as such time may be extended pursuant to Section 2.03(b).

“Fundamental Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Corporation, (b) reclassification of the stock of the Corporation (other than (i) a change in par value from par value to no par value or from no par value to par value, or (ii) as a result of a stock dividend or subdivision, split, or combination of shares to which Section 4.01 applies), (c) sale or lease of all or substantially all of the Corporation’s assets (on a consolidated basis), (d) any, direct or indirect, purchase offer, tender offer or

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“Governmental Entity” means any federal, national, state, local, municipal, international or multinational government or political subdivision thereof, governmental department, commission, board, bureau, agency, taxing or regulatory authority, judicial or administrative body, official, tribunal, or other instrumentality of any government, whether federal, state, local, domestic, foreign, or arbitrator or SRO.

“Group” has the meaning assigned to such term in Section 8.10(b).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Kestrel Product Launch” means the date when Warrantholder completes product qualification of the final production version of the custom product known as Kestrel.

“Losses” means all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges, and amounts paid in settlement.

“Measuring Period” means the period beginning on August 1, 2026 and ending on January 29, 2033.

“NASDAQ” means The Nasdaq Stock Market LLC.

“Notice of Exercise” means a duly completed notice of exercise in substantially the form attached as Annex B hereto and executed by Warrantholder.

“Notice of Transfer” means a Notice of Transfer substantially in the form of Annex C.

“Parties” has the meaning set forth in the preamble.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof means an individual, company, corporation, partnership, limited liability company, trust, body corporate (wherever located), or other entity, organization, or unincorporated association, including any Governmental Entity.

“Principal Trading Market” means the trading market on which the Common Stock, or any successor security thereto, is primarily listed and quoted for trading, and which, as of the Issue Date is The Nasdaq Stock Market LLC.

“Qualifying Products” means (i) each custom semiconductor product manufactured and sold by the Corporation or its Affiliates to the Initial Warrantholder or its Affiliates or a third party authorized purchaser for which (a) there is a written Statement of Work or Product Exhibit entered into under the Commercial Arrangements for custom development of such product; and (b) such Statement of Work or Product Exhibit gives the Initial Warrantholder or its Affiliates, either expressly or by function of its intellectual property provisions, the right to determine whether the Corporation or its Affiliates may sell such product to any customer other than the Initial Warrantholder and its Affiliates (such right, the “Sale Control Right”); and (ii) such other products that the Parties mutually agree in writing to be designated as “Qualifying Products” for purposes of this Warrant.

“Qualifying Revenue” means revenue recognized in accordance with U.S. generally accepted accounting principles applied in accordance with the Corporation’s then-existing corporate policies by the Corporation or its Affiliates during the Measuring Period (but adjusted to exclude any contra revenue impact resulting from any allocation of the value of this Warrant) from or on behalf of the Initial Warrantholder and/or any of its Affiliates, in each case for purchases of Qualifying Products, which includes adjustments (“Revenue Adjustments”) for rebates, refunds, credits, and returns actually issued by Corporation or its Affiliates; provided that any Revenue Adjustments shall be calculated in good faith. In connection with its calculation, the Corporation shall not take any affirmative

“Registrable Securities” has the meaning assigned to such term in Section 11.05(a).

“Registrable Securityholder” has the meaning assigned to such term in Section 11.05(b).

“Reporting Company” means a company that is required to file periodic reports with the SEC under Sections 12, 13, or 15(d) of the Exchange Act.

“Representatives” with respect to a Person means such Person’s directors, managers, officers, employees, and authorized representatives who have a need to know (including attorneys, accountants, consultants, bankers, and financial advisors thereof).

“Securities” has the meaning assigned to such term in Section 5.01.

“Securities Act” means the Securities Act of 1933, as amended.

“Shelf Offering” has the meaning assigned to such term in Section 11.01(e).

“SRO” means any (i) “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act, (ii) other United States or foreign securities exchange, futures exchange, commodities exchange, or contract market, or (iii) other securities exchange.

“subsidiary” means, with respect to such Person, any foreign or domestic entity, whether incorporated or unincorporated, of which (i) such Person or any other subsidiary of such Person is a general partner, (ii) at least a majority of the voting power to elect a majority of the directors or others performing similar functions with respect to such other entity is directly or indirectly owned or controlled by such Person or by any one or more of such Person’s subsidiaries, or (iii) at least 50% of the Equity Interests are directly or indirectly owned or controlled by such Person or by any one or more of such Person’s subsidiaries.

“Trading Day” means a day on which the Principal Trading Market is open for trading.

“Transfer” has the meaning assigned to such term in Section 7.01(a).

“Time-Based Warrant Shares” shall mean the Warrant Shares, and any shares of Common Stock issued upon exercise thereof, that vest pursuant to the passage of time as described in subsection (a) of the definition of “Vesting Event” below.

“Transfer Agent” means the entity designated by the Corporation to act as transfer agent for the Common Stock.

“Vesting Event” means (a) with respect to an aggregate of 1,360,867 Warrant Shares (i) the date that is three months following the Issue Date in respect of 340,216 of such Time-Based Warrant Shares, (ii) the date that is six months following the Issue Date in respect of an additional 340,217 of such Time-Based Warrant Shares, (iii) the date that is nine months following the Issue Date in respect of an additional 340,217 of such Time-Based Warrant Shares, and (iv) the date that is twelve months following the Issue Date in respect of an additional 340,217 of such Time-Based Warrant Shares (such that the entirety of the 1,360,867 Time-Based Warrant Shares shall have vested on the date that is twelve months following the Issue Date), and (b) with respect to the remaining 57,610,040 Warrant Shares (the “Performance-Based Warrant Shares”), each time at which the Corporation and/or its Affiliates have collectively achieved Qualifying Revenue totaling $500,000,000 (i.e., $500,000,000, $1,000,000,000, $1,500,000,000, $2,000,000,000, and so on), upon which 240,042 Performance-Based Warrant Shares shall vest in each of the first 239 instances in which such Qualifying Revenue is achieved and 240,002 Performance-Based Warrant Shares shall vest in 240^th instance in which such Qualifying Revenue is achieved. For the avoidance of doubt, (i) the Vesting Events set forth in the preceding sentence must occur during the Measuring Period, (ii) Vesting Events shall stop occurring once this Warrant has vested in its entirety in accordance with such Vesting Events, subject to any adjustments as provided for herein.

“VWAP Price” means, as of any date, the volume-weighted average price per share of the Common Stock, or any successor security thereto (rounded to the nearest second decimal place) on the Principal Trading Market (as reported by Bloomberg L.P. (or its successor) or if not available, by Dow Jones & Company Inc., or if neither is available, by another authoritative source mutually agreed by the Corporation and the Warrantholder) from and including the Trading Day that is 30 Trading Days preceding such date to and including the last Trading Day immediately preceding such date.

“Warrant” has the meaning set forth in the preamble.

“Warrantholder” has the meaning set forth in the preamble.

“Warrant Register” has the meaning assigned to such term in Section 8.02.

“Warrant Shares” has the meaning assigned to such term in Section 2.01.

“herein,” “hereto,” or “hereof” and other words of similar import refer to this Warrant as a whole and not to any particular Section, Article, or other subdivision;

the word “including” is not limiting and means “including without limitation”;

definitions will be equally applicable to both the singular and plural forms of the terms defined;

all references to Sections or Articles or Annexes refer to Sections or Articles or Annexes of or to this Warrant unless otherwise indicated;

all annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Warrant as if set forth in full herein, and any capitalized terms used in any annex but not otherwise defined therein will have the meaning as defined in this Warrant;

all references to a Party include such Party’s successors and permitted assigns;

any reference to “$” or “dollars” means United States dollars;

references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations);

the rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

no rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Warrant. The Parties have jointly negotiated and drafted this Warrant, and if an ambiguity or a question of intent or interpretation arises, this Warrant shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Warrant; and

when calculating the period of time within which, or following which, any action is to be taken under this Warrant, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified.

The right to purchase Warrant Shares represented by this Warrant is subject to vesting via the occurrence of an applicable Vesting Event for such Warrant Shares.

The Corporation shall deliver to the Warrantholder within 30 days following the end of each fiscal quarter of the Corporation (i) in respect of a quarter during which a Vesting Event has occurred, a Notice of Vesting Event in the form attached as Annex A hereto, duly completed and (ii) unless waived in writing by the Warrantholder (email being sufficient), the Qualifying Revenue recognized by the Corporation during such fiscal quarter; provided that neither the delivery, nor the failure of the Corporation to deliver, such Notice of Vesting Event shall affect or impair the Warrantholder’s rights or the Corporation’s obligations hereunder.

If the Warrantholder objects to, or is unable to verify, the Corporation’s calculation of Qualifying Revenue, it shall provide within 20 Business Days of receipt of the applicable Notice of Vesting Event written notice thereof to the Corporation (a “Revenue Objection Notice”). To the extent that the Warrantholder and the Corporation are unable to agree in writing on the amount of Qualifying Revenue subject to such Revenue Objection Notice during the 30 Business Day period following the delivery thereof, the Warrantholder may invoke an appraisal procedure by delivering written notice to the Corporation (a “Revenue Appraisal Notice”) to determine the amount of Qualifying Revenue recognized by the Corporation during the period or periods specified in the Revenue Objection Notice. Such procedure shall consist of the Corporation and the Warrantholder submitting such dispute to an internationally-recognized independent certified consulting or public accounting firm selected by the Warrantholder and approved in writing by the Corporation (such approval not to be unreasonably withheld, conditioned, or delayed) (such selected firm, the “Independent Accounting Firm”). The Independent Accounting Firm shall, within 30 days after the Independent Accounting Firm’s selection (or as promptly as reasonably practicable thereafter), (i) determine the amount of Qualifying Revenue subject to such

The right to purchase Warrant Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time, from and after the applicable Vesting Event, but in no event later than the Expiration Time.

Notwithstanding anything in this Warrant to the contrary, (i) if at any time during the Exercise Period the Warrantholder has not exercised this Warrant in full as a result of (x) there being insufficient Warrant Shares available for issuance, (y) the lack of any required regulatory, corporate, or other approval (including, for the avoidance of doubt, any approval required pursuant to Section 9.05 hereof, if applicable), or (z) the Corporation has not been current with its Exchange Act public reporting requirements at any time in the previous 30 days (collectively, the “Exercise Conditions”), the Expiration Time shall be extended until the later of (1)

execution and delivery to Corporation (in accordance with Section 10.01) of a Notice of Exercise in the form attached as Annex B hereto (each, an “Notice of Exercise”), duly completed (including specifying the number of Warrant Shares to be purchased and the Exercise Price in connection with such exercise); and

payment to the Corporation of the Aggregate Exercise Price for such exercise by, at the sole election of the Warrantholder, either (i) wire transfer of immediately available funds to an account designated by the Corporation (such manner of exercise, a “Cash Exercise”) or (ii) without payment of cash, reducing the number of Warrant Shares obtainable upon the exercise of this Warrant (either in full or in part, as applicable) so as to yield a number of Warrant Shares obtainable upon the exercise of this Warrant (either in full or in two or more parts, as applicable) equal to the product of (x) the number of Warrant Shares issuable upon the exercise of this Warrant (either in full or in two or more parts, as applicable) and (y) the Cashless Exercise Ratio (such manner of exercise, a “Cashless Exercise”).

As promptly as reasonably practicable on or after the Exercise Date, and in any event within two Business Days thereafter, the Corporation shall, or shall cause the Transfer Agent to, in either case, at its sole cost and expense (including any expenses of the Transfer Agent):

if the to-be-issued Warrant Shares remain subject to any restrictive legends, issue such Warrant Shares in book-entry form on the Warrant Register;

if the to-be-issued Warrant Shares are not subject to any restrictive legends, including, without limitation, being registered on an effective registration statement or are eligible for resale under Rule 144 of the Securities Act, then, at Warrantholder’s election, (x) issue such Warrant Shares in book entry form on the Warrant Register, or (y) at the option of Warrantholder, use either (a) the Depository Trust Company (“DTC”) Direct Registration System (“DRS”) or (b) the DTC Deposit/Withdrawal At Custodian (“DWAC”) system to credit such aggregate number of Warrant Shares to which the Warrantholder is entitled in accordance with such exercise to such Warrantholder’s balance account with DTC; or

if the to-be-issued Warrant Shares are, with the consent of the Warrantholder, certificated, issue and deliver to the person or persons entitled to receive the same a certificate or certificates for such number of Warrant Shares issuable upon such exercise.

The Corporation’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Warrantholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation, or termination.

The Corporation shall, at its sole expense, procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise of this Warrant on the Principal Trading Market on which such same class of Equity Interests are then listed or traded, promptly after such Warrant Shares are eligible for listing thereon.

As of the Issue Date of this Warrant, the authorized capital stock of the Corporation will consist of: (i) 1,250,000,000 shares of Common Stock, of which 876,926,613 shares are issued and outstanding; and (ii) 8,000,000 shares of Preferred Stock, of which 2,000,000 shares of Series A Preferred Stock are issued and outstanding. The Corporation has 30,581,074 shares of Common Stock (at target for performance based grants) subject to issuance pursuant to outstanding stock options, restricted stock units and performance-based restricted stock units. The Corporation has reserved 31,932,996 shares of Common Stock for issuance to employees, consultants, and directors pursuant to the Corporation’s incentive stock plans and 37,048,025 shares of Common Stock for purchase under the Corporation’s Employee Stock Purchase Plan. Except for the: (i) Warrant and the Warrant Shares;

The Corporation is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

The Corporation has the corporate power and authority to execute and deliver this Warrant and to perform its obligations hereunder. The Corporation has taken all corporate actions or proceedings required to be taken by or on the part of the Corporation to authorize and permit the execution and delivery by the Corporation of this Warrant and the performance by the Corporation of its obligations hereunder and the consummation by the Corporation of the transactions contemplated hereby. This Warrant has been duly executed and delivered by the Corporation, and assuming the due authorization, execution and delivery by the Warrantholder, constitutes the legal, valid, and binding obligation of the Corporation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The execution and delivery by the Corporation of this Warrant, the performance by the Corporation of its obligations hereunder and the consummation by the Corporation of the transactions contemplated hereby will not violate (i) any provision of law, statute, rule, or regulation applicable to the Corporation, (ii) the certificate of incorporation or bylaws of the Corporation, (iii) any applicable order of any court or any rule, regulation or order of any governmental authority applicable to the Corporation, or (iv) any provision of any indenture, certificate of designation for preferred stock, agreement, or other instrument to which the Corporation is a party or by which its property is or may be bound, except, in each case, for any such violation that would not impair in any material way the Corporation’s ability to perform its obligations under this Warrant.

Assuming the accuracy of the Warrantholder’s several representations and warranties set forth in Article VI, the issuance of this Warrant (and the issuance of the Warrant Shares upon exercise of this Warrant) is exempt from the registration requirements of the Securities Act and all other applicable state blue sky or other securities laws, statutes, rules or regulations.

None of the Corporation, its Affiliates, or any Person acting on any of their behalf (other than the Warrantholder and its Affiliates), directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell, or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance of this Warrant. None of the Corporation, its Affiliates, or any Person acting on any of their behalf (other than the Warrantholder and its Affiliates) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) promulgated under the Securities Act) in connection with the issuance of this Warrant.

This Warrant has been duly authorized and is validly issued.

The actions taken by the Board to approve this Warrant, the Commercial Arrangements, and the transactions contemplated hereby and thereby constitute all action necessary to render inapplicable to this Warrant, the Commercial Arrangements, and the transactions contemplated hereby and thereby, any potentially applicable anti-takeover, control share, fair price, moratorium, interested shareholder, or similar Applicable Law (including, without limitation, Section 203 of the Delaware General Corporation Law) and any potentially applicable provision of the Corporation’s organizational documents (collectively, “Anti-Interference Provisions”). The Corporation is not a party to any shareholder rights plan or “poison pill” agreement.

The Warrantholder may not sell, transfer, assign, pledge, hypothecate, mortgage, dispose of, or in any way encumber (“Transfer”) this Warrant (or any portion thereof) to another Person; provided that the Warrantholder may Transfer any vested or unvested portion of this Warrant (in whole or in part) to any of the Warrantholder’s Affiliates so long as such Transfer is in accordance with Applicable Law and to the Warrantholder’s Affiliates to any such Transfer delivers a Notice of Transfer to the Corporation. Notwithstanding the foregoing, solely with respect to the portions of this Warrant and any Warrant Shares relating to the Time-Based Warrant Shares, the Warrantholder may not Transfer such portions of this Warrant or Warrant Shares prior to the date that is the earlier of (i) November 10, 2027 (15 months after the Issue Date) and (ii) date of the Kestrel Product Launch; provided that the Warrantholder may Transfer such portions of this Warrant (in whole or in part) to any of the Warrantholder’s Affiliates so long as the parties to any such Transfer deliver a Notice of Transfer to the Corporation and are subject to the same restrictions.

Any Transfer or attempted Transfer of the Warrant in violation of Section 7.01(a) above shall, to the fullest extent permitted by Applicable Law, be null and void ab initio.

Upon delivery to the Corporation of a Notice of Transfer, the Corporation shall, or shall cause the Transfer Agent to, promptly update the Warrant Register to reflect such Transfer.

Any Person to whom a Transfer not prohibited by Section 7.01(a) above is made shall be deemed a Warrantholder hereunder.

The Warrantholder shall not, and shall cause its Affiliates not to, Transfer, on any single Trading Day, a number of Warrant Shares (together with any other shares of Common Stock then held by the Warrantholder and its Affiliates) that exceeds 10% of the average daily trading volume of the Common Stock on the Principal Trading Market measured over the ten Trading Day period ending on, and including, the Trading Day immediately preceding the date of such Transfer; provided that the foregoing limitation shall not apply to sales effected pursuant to an underwritten public offering or a block trade. The Warrantholder shall use commercially reasonable efforts to effect, and the Corporation shall cooperate in good faith to facilitate, any such sales in an orderly manner designed to minimize the impact of such sales on the market price of the Common Stock. For clarity, this Section 7.01(e) applies to all Warrant Shares (and not only Time-Based Warrant Shares).

Each Warrant Share issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, validly issued, fully paid, and non-assessable, and free from preemptive or similar rights and free from all issue, registration, transfer, or similar taxes, liens, charges, and other encumbrances with respect thereto (other than restrictions on transfer under applicable securities laws and the terms of this Warrant or otherwise arising solely from the actions and circumstances of the Warrantholder).

The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, the Warrant Shares, solely for the purpose of providing for the exercise of this Warrant, the aggregate Warrant Shares then issuable upon exercise of this Warrant in full (disregarding whether or not this Warrant is exercisable by its terms at any such time).

The Corporation shall take all such actions as may be necessary to ensure that all Warrant Shares are issued without violation by the Corporation of its certificate of incorporation, bylaws, or any other constituent document and of any Applicable Law, statute, rule, or regulation or any requirements of any securities exchange upon which the Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which will be promptly delivered by the Corporation upon each such issuance).

With a view to making available to the Registrable Securityholders the benefits of Rule 144 under the Securities Act and any other Applicable Law of the Commission that may at any time permit the Registrable Securityholders to sell Equity Interests of the Corporation to the public without registration or subject to registration on Form S-3, the Corporation agrees to:

make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the date hereof;

file with the Commission in a timely manner all reports and other documents required of the Corporation under the Securities Act and the Exchange Act; and

furnish to the Registrable Securityholders, so long as such Warrantholder or its Affiliates own any Registrable Securities, upon request (x) a written statement by the Corporation that it has complied with the reporting requirements of the Securities Act (including Rule 144(c) under the Securities Act), and the Exchange Act, or that it qualifies as a registrant whose securities may be resold in accordance with Form S-3 (at any time after it so qualifies), and (y) such other information as may be reasonably requested in availing the Registrable Securityholder or its Affiliates of any rule or regulation of the Commission that permits the selling of any such securities without registration or in accordance with such form.

The Corporation shall prepare and provide, or cause to be prepared and provided, to the Warrantholder:

if the Corporation is a Reporting Company, then within the time periods applicable to the Corporation under Sections 13(a) or 15(d) of the Exchange Act (the “Reporting Company Filing Dates”), all interim and annual financial statements required to be contained in a filing with the Commission on Forms 10-K and 10-Q, provided that the requirements of this clause shall be deemed satisfied to the extent such information is publicly filed on or by the applicable Reporting Company Filing Date on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (known as “EDGAR”); and

if the Corporation is not a Reporting Company at any time, information substantially similar to the information required by clause (a)(i) above within the time periods required for Reporting Companies with “non-accelerated filer” status.

The Corporation shall consider and respond promptly and in good faith to reasonable requests for information for the purpose of the Warrantholder to satisfy its financial reporting and accounting requirements regarding the Corporation and its subsidiaries. Without limiting the generality of the foregoing, the Corporation and its subsidiaries shall not be required to provide any such information if (i) the Corporation reasonably determines that such information is competitively sensitive, (ii) the Corporation determines in good faith that providing such information would adversely affect the Corporation (taking into account the nature

Without limiting the foregoing, the Corporation shall provide the Warrantholder such information related to the calculation of Qualifying Revenue as the Warrantholder reasonably requests, and the Corporation shall cause its representatives to reasonably cooperate with the Warrantholder (and, if applicable, the Independent Accounting Firm) in its review of any determination of Qualifying Revenue, and shall afford the Warrantholder (and, if applicable, the Independent Accounting Firm), and any accountants, counsel, or financial advisers retained by Warrantholder reasonable access during normal business hours upon reasonable advance notice to the books and records and personnel and representatives (including the Corporation’s accountants) of the Corporation and such representatives (including the work papers of the Corporation’s accountants) used in, or relevant to, the determination of Qualifying Revenue. In furtherance of the foregoing, the Corporation shall deliver to the Warrantholder within 20 Business Days of the Warrantholder’s request (a “Calculation Request”) following (i) the occurrence (or reasonable belief by the Warrantholder of the occurrence) of a Vesting Event or (ii) at any other time (provided that the Warrantholder shall not make a request pursuant to this clause (ii) more than twice per calendar year), in each case, a reasonably detailed calculation of the Qualifying Revenue recognized by the Corporation from the date of any prior Calculation Request (or from the Issue Date, if no prior Calculation Request has been made) to the date of such later Calculation Request, including a reasonably detailed calculation or description of any Revenue Adjustments during such period.

Any and all information provided by the Corporation to the Warrantholder at the Warrantholder’s request pursuant to this Section 8.08 or otherwise requested by the Warrantholder pursuant to this Warrant shall be deemed not to violate the obligations under Section 8.04 above.

The Corporation will provide the Warrantholder with any information reasonably requested by the Warrantholder to allow the Warrantholder to comply with Applicable Law related to taxes or to avail itself of any provision of Applicable Law related to taxes related to this Warrant. The Corporation shall reasonably cooperate in preparing for any audit of, or dispute with a tax authority regarding any tax return of, the Warrantholder or any of its Affiliates relating to the Warrant or the Warrrant Shares.

The Corporation will reasonably cooperate with Warrantholder in connection with any tax reporting or compliance requirements in connection with Sections 6038, 6038B, and 6046 of the Code, including by providing such information to Warrantholder as may be necessary to assess if the Warrantholder has any reporting obligations in connection therewith and to permit the Warrantholder to fulfill any obligations it has in connection therewith, as it relates to the Warrant and/or the Warrant Shares.

The Parties acknowledge that the Corporation’s initial announcement of the transactions contemplated by this Warrant and the Commercial Arrangements to customers, suppliers, investors, employees, and otherwise (the “Initial Announcement”) by means of a Form 8-K (the “Form 8-K”) to be filed by the Corporation promptly after the Issue Date (i) without any narrative or exhibits related to the Commercial Arrangements and (ii) with this Warrant as an exhibit thereto (provided, however, that the Corporation will only file this Warrant as an exhibit to any disclosure made to the Commission (whether in connection with the Initial Announcement or otherwise) solely if and to the extent, in the reasonable judgment of the Corporation, such filing is required by the rules and regulations of the Commission; provided, further, that if filed as an exhibit to any disclosure made to the Commission, this Warrant shall be redacted as reasonably requested by the Initial Warrantholder and otherwise as has been agreed by the Parties and otherwise subject to the requirements of this Section 9.04). Except as mutually agreed upon by the parties, except as required by the Commercial Arrangements, Applicable Law, or by the rules or requirements of any stock exchange on which the securities of a Party are listed, no Party shall make, or cause to be made, or permit any of its Affiliates to make, any press release or public announcement or other similar communications in respect of this Warrant or the Commercial Arrangements or the transactions contemplated thereby without prior written consent (not to be

Without limiting the foregoing, in recognition of the importance to the Corporation and the Warrantholder of taking appropriate steps to maintain the confidentiality of agreements between the Parties from the Parties’ customers, competitors, and suppliers, in the event that the Corporation is requested by the Commission, the Principal Trading Market, or any other regulatory body or stock exchange (the Commission, the Principal Trading Market, and each such other regulatory body or stock exchange, a “Disclosure Agency”), or legally required to file or otherwise submit any agreement to which the Warrantholder is a party other than this Warrant

Notwithstanding anything in this Warrant to the contrary, the Corporation shall not honor any exercise of this Warrant, and a Warrantholder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to an attempted exercise set forth on an applicable Notice of Exercise, such Warrantholder (together with such Warrantholder’s Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with the Warrantholder’s for purposes of Section 13(d) or Section 16 of the Exchange Act, and any other applicable regulations of the Commission, including any Group of which the Warrantholder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Warrantholder and its Attribution Parties shall include the number of Warrant Shares issuable under the Notice of Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (a) exercise of the remaining, unexercised portion of any Warrant beneficially owned by such Warrantholder or any of its Attribution Parties and (b) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Warrantholder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 9.06, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and any other applicable regulations of the Commission. For

The “Beneficial Ownership Limitation” shall initially be 4.999% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares pursuant to such Notice of Exercise (to the extent permitted under this Section 9.06); provided, however, that by written notice to the Corporation, which will not be effective until the 61st day after such notice is given by the Warrantholder to the Corporation, the Warrantholder may waive or amend the provisions of this Section 9.06 to change the Beneficial Ownership Limitation to any other number, and the provisions of this Section 9.06 shall continue to apply (using such other number). Upon any such waiver or amendment to the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further waived or amended by the Warrantholder without first providing the minimum amount of written notice required by the immediately preceding sentence. Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction under Section 4.03 with respect to a Fundamental Transaction that is pursuant to any tender offer or exchange offer (by the Corporation or another Person (other than the Warrantholder or any Affiliate of the Warrantholder)), the Warrantholder may waive or amend the Beneficial Ownership Limitation effective immediately upon written notice to the Corporation and may reinstitute a Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to the Corporation.

Notwithstanding the provisions of this Section 9.06, none of the provisions of this Section 9.06 shall restrict in any way the number of shares of Common Stock which the Warrantholder may receive or beneficially own in order to determine the amount of securities or other consideration that the Warrantholder may receive in the event of a Fundamental Transaction.

Subject to the terms and conditions hereof, the Corporation shall file within 60 days after written request from the Warrantholder, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a registration statement on Form S-3 or, if such form is not available to the Corporation, Form S-1, providing for an offering to be made on a continuous basis in accordance with Rule 415 under the Securities Act relating to the offer and sale, from time to time, of all of the Registrable Securities (the “Shelf Registration Statement”). To the extent the Corporation is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Corporation shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto, but shall register the specific number of Registrable Securities and pay the registration fee for all Registrable Securities to be registered in accordance with such automatic shelf registration statement at the time of filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis.

The Corporation shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for the maximum period permitted by the Commission’s rules, and shall replace such Shelf Registration Statement at or before expiration with a successor Shelf Registration Statement, until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement.

Notwithstanding anything to the contrary contained in this Warrant, the Corporation shall be entitled, from time to time, by providing written notice to the Registrable Securityholders, to require such Registrable Securityholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Corporation shall deliver to the Registrable Securityholders a certificate signed by either the chief executive officer or the chief financial officer of the Corporation certifying that, in the good faith judgment of the Corporation, the conditions described in the definition of Blackout Period are met. Such certificate shall contain an estimate of the anticipated length of the Blackout Period. Upon such notice by the Corporation, each of the Registrable Securityholders covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential and promptly halt any offer, sale, trading, or other Transfer by it or any

After the expiration of any Blackout Period and without any further request from a Registrable Securityholder, the Corporation, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, and file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

At any time that a Shelf Registration Statement is effective, if any Registrable Securityholder delivers a notice to the Corporation (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then the Corporation shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed in accordance with the Shelf Offering. Notwithstanding any other provision of this Warrant, no other holders of securities of the Corporation shall be entitled to receive any notice of or have its securities included in any such Shelf Offering, including any block sale off of the Shelf Registration Statement. A Registrable Securityholder may deliver a Take-Down Notice in respect of a Shelf Offering no more than four times in any calendar year.

If and whenever the Corporation is required to use commercially reasonable efforts to effect the registration of any Registrable Securities as provided in Section 11.01, the Corporation shall as expeditiously as reasonably practicable:

prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method or methods of distribution of such securities and thereafter use commercially reasonable efforts to cause such registration statement to become and remain effective (in the case of the Shelf Registration Statement, in accordance with the terms of Section 8.01(b)); provided, however, that, before filing such registration statement or any amendments thereto, the Corporation will furnish to the Registrable Securityholders and their counsel copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such counsel (and which revisions the Corporation shall make absent a reasonable basis for objection (and shall provide Registrable Securityholders prompt notice of any such objection, the basis therefor and a reasonable opportunity to consider and discuss such objection with the Corporation)), and other documents reasonably requested by such counsel, including any comment letter from the Commission. The Corporation shall not file any such registration statement or prospectus or any amendments or supplements thereto to which the Registrable Securityholders or their counsel shall reasonably object, in writing, on a timely basis;

prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement effective, and, in the case of any registration statement, comply in all material respects with the provisions of the Securities Act and all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within 90 days after the end of the 12-month period described hereafter), an earnings statement, which need not be audited, covering a period of at least 12 consecutive months beginning with the first day of the Corporation’s first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

if requested by the Registrable Securityholders, promptly include in a prospectus supplement or post-effective amendment such information as such Registrable Securityholders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Corporation has received such request;

furnish, without charge, to the Registrable Securityholders such number of conformed copies of such registration statement and of each amendment and supplement thereto, such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Registrable Securityholders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities;

use commercially reasonable efforts to (I) register or qualify such Registrable Securities covered by such registration statement under such other securities laws or “blue sky” laws of such jurisdictions as the Registrable Securityholders shall reasonably request and (II) take any other action which may be necessary or reasonably advisable to enable such Registrable Securityholders to consummate the disposition of the Registrable Securities in such jurisdictions, except that the Corporation shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (v) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction, or (C) file a general consent to service of process in any such jurisdiction;

use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which shares of Common Stock are then listed;

use commercially reasonable efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;

make available for inspection by the Registrable Securityholders and any attorney, accountant, or other agent or Representative retained in connection with such offering by such Registrable Securityholders (collectively, the “Inspectors”), financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the

as promptly as practicable notify in writing the Registrable Securityholders of the following events: (A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the Commission or any other Governmental Entity for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (D) the receipt by the Corporation of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; and (E) if for any reason it shall be necessary to amend or supplement such registration statement or prospectus in order to comply with the Securities Act, or upon the happening of any event that makes any statement made in such registration statement, related prospectus, or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes so that it will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, and the Corporation shall promptly prepare and file with the Commission, and furnish without charge to each Registrable Securityholder a reasonable number of copies of a supplement to or an amendment of such registration statement or prospectus which shall correct such misstatement or omission or effect such compliance;

use commercially reasonable efforts to prevent or obtain the withdrawal of any stop order or other order suspending the effectiveness of such registration statement, or suspending the use of any prospectus or prevent or obtain the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest reasonable practicable date;

cooperate with the Registrable Securityholders to facilitate the timely preparation and delivery of certificates or book entries (which shall not bear any restrictive legends unless required under Applicable Law) representing securities sold under any registration statement and enable such securities to be in such denominations and registered in such names as such Registrable Securityholders may request;

cooperate with the Registrable Securityholders and each agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

take no direct or indirect action prohibited by Regulation M under the Exchange Act; and

take all other actions reasonably requested by the Registrable Securityholders to effect the intent of this Warrant.

The Corporation may require each Registrable Securityholder to furnish the Corporation in writing such information regarding each Registrable Securityholder and the distribution of such Registrable Securities as the Corporation may from time to time reasonably request in writing to complete or amend the information required by such registration statement or prospectus supplement.

Each Registrable Securityholder agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in clauses (B), (C), (D), and (E) of Section 11.04(a)(ix), such Registrable Securityholder shall forthwith discontinue such Registrable Securityholder’s disposition of Registrable Securities in accordance with the applicable registration statement and prospectus relating thereto until such Registrable Securityholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.04(a)(ix) or until it is advised in writing by the Corporation that the use of the applicable prospectus may be resumed.

The Corporation agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Registrable Securityholder and its Affiliates and their respective officers, directors, members, shareholders, employees, managers, and partners, each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Registrable Securityholder or such other indemnified Person and the officers, directors, members, shareholders, employees, managers, and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter from and against all Losses, as incurred, arising out of, caused by, resulting from, or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required

Each Registrable Securityholder whose Registrable Securities are included in the securities as to which any registration under this Article XI is being effected, without limitation as to time, shall, severally and not jointly, indemnify the Corporation, its directors, officers, and employees and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation from and against all Losses, as incurred, arising out of, caused by, resulting from, or relating to any untrue statement (or alleged untrue statement) of material fact contained in the registration statement, prospectus, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 11.04(b)) will reimburse such indemnified Persons for any reasonable legal and other expenses incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, in each case solely to the extent, and only to the extent, that such untrue statement or omission is made in such registration statement, prospectus, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto in reliance upon and in conformity with information furnished in writing to the Corporation by such Registrable Securityholder expressly for use therein. Notwithstanding the foregoing, no Registrable Securityholder shall be liable under this Section 11.04(b) for amounts in excess of the net proceeds (after deducting any underwriting discount or commission) received by such Registrable Securityholder from its sale of Registrable Securities in connection with the offering that gave rise to such liability.

Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been actually and materially prejudiced by such failure to provide such notice on a timely basis.

In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified

The indemnification provided for under this Warrant shall be in addition to any other rights to indemnification or contribution which any indemnified party may have by law or contract, shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Transfer of the Registrable Securities and the termination of this Warrant.

“Blackout Period” means, in the event that the Corporation determines in good faith that a registration of securities would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would adversely affect the Corporation in any material respect, a period that is the shorter of the ending of the condition creating a Blackout Period and 60 days; provided that such Blackout Period may not occur more than once in any period of 12 consecutive months unless the Corporation in good faith determines it possesses material non-public information solely with respect to the ordinary course closing of a fiscal quarter, which will be cleansed upon reporting its quarterly results.

“Registrable Securities” means any and all (i) Warrant Shares (whether vested or unvested), (ii) other stock or securities that the Warrantholder or its subsidiaries or Affiliates may be entitled to receive, or will have received, in accordance with its ownership of this Warrant or Warrant Shares, in lieu of or in addition to shares of Common Stock, and (iii) Equity Interests issued or issuable directly or indirectly with respect to the securities referred to in the foregoing clause (i) or (ii) by way of conversion or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation, or other reorganization. As to any particular securities constituting Registrable Securities, such securities shall cease to be Registrable Securities when they have been sold or transferred.

“Registrable Securityholder” means a holder of Registrable Securities. For purposes of this Warrant, a Person shall be deemed to be a Registrable Securityholder whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.