Trust Fixed Percentage Number. Shall mean, subject to adjustment pursuant to the terms herein, including, but not limited to, adjustment pursuant to Section 5 hereof, the number of Common Shares representing a 38.264% economic interest in the Company (after taking into consideration the number of Common Shares issuable upon exercise of the Warrant), as determined by the Holder prior to and without regard to the occurrence of an Initial Public Offering; provided that if such an offering does occur, the percentage interest in
... the Company to be received upon exercise of the Warrant shall be adjusted downward as if the Warrant had been exercised in full immediately prior to the consummation of such offering and any subsequent offering and shall be subject to adjustment pursuant to the terms herein, including, but not limited to, adjustment pursuant to Section 5 hereof, following such offering. As an illustration, assuming (i) a total of 1,000,000 Common Shares outstanding, immediately prior to the exercise of the Warrant, as a result of an Initial Public Offering by the Trust that did not require any adjustments pursuant to Section 5 hereof; (ii) that the Trust purchased 1,000,000 Limited Partnership Units with the proceeds from the issuance of such shares; (iii) that such purchase resulted in the Trust having a 50% UPREIT Interest (with the Company having a total of 1,000,000/0.50 or 2,000,000 aggregate number of Limited Partnership Units outstanding immediately prior to the exercise of the Warrant) and (iv) immediately prior to the exercise of the Warrant there have been no other transactions in equity securities of the Trust or the Company; then, upon exercise of the Warrant in full for Common Shares, the Trust Fixed Percentage Number is (1,000,000/0.61736) 1,000,000 or 619,800.440, assuming further that each Common Share may purchase one Limited Partnership Unit with the proceeds from the Warrant exercise.
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