Common use of Additional Warrants Clause in Contracts

Additional Warrants. In consideration of the negotiation, execution and delivery of this Amendment, each Buyer under the Agreement shall be entitled to the receipt of additional Warrants, in substantially the form provided in Exhibit A to this Amendment, consistent with the following terms: (a) Upon effectiveness of this Amendment consistent with Section 2.1 hereof, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $100 of outstanding principal of the Notes held by such Buyer (as set forth on Schedule A attached hereto), which shall be exercisable for five years from the date of issuance at an exercise price of $5.00 per share, subject to adjustment as set forth within the Warrants (the “Additional Warrants”). (b) The Additional Warrants are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the date of this Amendment, an additional number of shares of Common Stock have been duly authorized and reserved for issuance upon exercise of the Additional Warrants which equals or exceeds 100% of the maximum number of Warrant Shares issuable pursuant to the Additional Warrants (without regard to any restrictions or limitations upon exercise of such Additional Warrants) (the “Additional Warrant Shares”). Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Agreement as applicable to the Additional Warrants and Additional Warrant Shares, as incorporated by reference in Section 1.1(c) below, the offer and issuance by the Company of the Additional Warrants is exempt from registration under the 1933 Act. (c) Upon acceptance of the Additional Warrants, each Buyer affirms the continued accuracy of the representations and warranties set forth in Section 2 of the Agreement, which are hereby incorporated by reference herein, as applicable to the Additional Warrants and Additional Warrant Shares. (d) For purposes of Section 9(e) of the Agreement with respect to any subsequent amendments or waivers, all references to the “Warrants” shall be deemed to include the issued Additional Warrants and all references to the “Warrant Shares” shall be deemed to include the Additional Warrant Shares underlying the issued Additional Warrants.

Additional Warrants. In consideration of the negotiation, execution and delivery of this Amendment, each Buyer under the Agreement shall be entitled to the receipt of additional Warrants, in substantially the form provided in Exhibit A to this Amendment, consistent with the following terms: (a) Upon effectiveness of As an inducement to the Purchasers to execute and deliver this Amendment consistent with (including Section 2.1 hereof2.4), the Company shall Guarantor has agreed to issue Warrants to each Buyer exercisable for 10 shares an aggregate of Common Stock per $100 450,000 Subordinate Voting Shares of outstanding principal of the Notes held by such Buyer Guarantor (as set forth on Schedule A attached hereto), which shall be exercisable for five years from the date of issuance at an exercise price of $5.00 per share, subject to adjustment as set forth within and to the Warrants extent provided in the applicable Warrant Agreements) to Purchasers on or before the expiration date of the Funding Period, other than Non-Consenting Purchasers (the “Additional Warrants”as defined in Section 11 hereof), as specified in this Section 3. (b) The Additional On the First Amendment Effective Date, Warrants are duly authorized and, upon issuance, exercisable for an aggregate of 365,076 Subordinate Voting Shares of Guarantor (subject to adjustment as and to the extent provided in the applicable Warrant Agreements) (“First Amendment Date Warrants”) shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As Initial Purchasers that are Consenting Purchasers (as defined in Section 11 hereof), allocated among such Consenting Purchasers pro rata based in proportion to the respective principal amounts of their Loans relative to the total amount of the date Loans of this Amendment, an additional number of shares of Common Stock have been duly authorized and reserved for issuance upon exercise of the Additional Warrants which equals or exceeds 100% of the maximum number of Warrant Shares issuable pursuant to the Additional Warrants (without regard to any restrictions or limitations upon exercise of such Additional Warrants) (the “Additional Warrant Shares”). Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Agreement as applicable to the Additional Warrants and Additional Warrant Shares, as incorporated by reference in Section 1.1(c) below, the offer and issuance by the Company of the Additional Warrants is exempt from registration under the 1933 Actall Consenting Purchasers. (c) Upon acceptance Warrants exercisable for an aggregate of 84,924 Subordinate Voting Shares of Guarantor (subject to adjustment as and to the extent provided in the applicable Warrant Agreements) (such Warrants being hereinafter referred to as the “Remaining Warrant Pool”) shall be issued after the First Amendment Effective Date and on or prior to the expiration date of the Additional Warrants, each Buyer affirms Funding Period as follows: if and to the continued accuracy extent that additional Loans are made after the First Amendment Effective Date and prior to the expiration of the representations and warranties set forth in Section 2 Funding Period (such period, the “Remaining Funding Period”), then each Purchaser (including any Initial Purchaser or Subsequent Purchaser) who makes such an additional Loan during the Remaining Funding Period shall be entitled to receive that percentage of the AgreementRemaining Pool computed as the ratio of the principal amount of the Loan funded by such Purchaser during the Remaining Funding Period divided by $130,000,000. If, which are hereby incorporated by reference hereinat the expiration date of the Funding Period, as applicable less than all of the Remaining Warrant Pool has been issued (i.e., because less than $130,000,000 in aggregate principal amount of Loans has been funded), then one hundred percent of the Remaining Warrant Pool shall be issued to the Additional Warrants and Additional Warrant SharesPurchasers pro rata in proportion to the respective principal amounts of their Loans, excluding from such calculation the Loans held by any Non-Consenting Purchasers on the First Amendment Effective Date. (d) Warrants issued pursuant to this Section 3 shall be substantially identical to the Warrants issued on the Initial Closing Date except as follows: (i) the “Expiry Date” of the Warrants issued pursuant to this Section 3 shall be the date that is 60 months after the date(s) such Warrants are issued. For purposes example, Warrants issued on the First Amendment Effective Date shall have an Expiry Date that is 60 months after the First Amendment Effective Date; and Warrants issued after the First Amendment Effective Date and prior to the expiration of Section 9(ethe Funding Period shall have a 60-month term that runs from the applicable issuance date(s) of such Warrants. (ii) The “Exercise Price” of the Agreement with respect Warrants issued pursuant to any subsequent amendments or waivers, all references to the “Warrants” this Section 3 shall be deemed equal the higher of: (i) 1.15 multiplied by the volume weighted average price per share of the Subordinate Voting Shares for the five (5)-day period during which trading occurred immediately preceding the applicable issuance date for such Warrants (i.e., the First Amendment Effective Date or other date on which the applicable Warrants are issued to include a Purchaser pursuant to this Section 3) and (ii) 1.00 multiplied by the issued Additional Warrants and all references to closing price of the “Warrant Shares” shall be deemed to include Subordinate Voting Shares on the Additional Warrant Shares underlying trading date immediately preceding the issued Additional applicable issuance date for such Warrants.

Additional Warrants. In consideration of the negotiation, execution and delivery of this Amendment, each Buyer under the Agreement shall be entitled to the receipt of additional Warrants, in substantially the form provided in Exhibit A to this Amendment, consistent with the following terms: (a) Upon effectiveness On the Amendment Effective Date, the Borrower will issue and deliver Additional Warrants to the Holders as outlined on Exhibit C attached hereto equal to 25% of the amount of Warrant Shares issuable to each Holder immediately following the date of this Amendment consistent with Section 2.1 hereofAgreement. The Additional Warrants shall be issued subject to the terms of the Form Warrant and the Subscription Agreement; provided, however, that, any terms of the Form Warrant and the Subscription Agreement to the contrary notwithstanding, the Company shall issue Warrants to each Buyer exercisable for 10 per share purchase price of the shares of Common Stock per $100 of outstanding principal of issuable pursuant to the Notes held by such Buyer (as set forth on Schedule A attached hereto), which Additional Warrants shall be exercisable for five years from the date of issuance at an exercise price of $5.00 per share0.80, subject to adjustment as set forth within the Warrants (the “Additional Warrants”)described therein. (b) The Additional Warrants are duly authorized and, upon issuance, shall be validly issued exercisable on a cashless basis through the Expiration Date of the Additional Warrants and free from all taxessubject to piggyback registration rights; provided, liens that, if an existing Registration Statement does not provide for the registration of a sufficient number of Registrable Securities, and charges any terms of the Additional Warrants to the contrary notwithstanding, Borrower shall not be required hereunder or pursuant to the terms of the Additional Warrants to obtain an effective registration statement or a post-effective amendment to any existing Registration Statement with respect to the issue thereof. As of the date of this Amendment, an additional number of Additional Warrants or shares of Common Stock have been duly authorized and reserved for issuance common stock issuable upon exercise of the Additional Warrants which equals or exceeds 100% of the maximum number of Warrant Shares issuable pursuant to the Additional Warrants (without regard to any restrictions or limitations upon exercise of such Additional Warrants) (the “Additional Warrant Shares”). Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Agreement as applicable to the Additional Warrants and Additional Warrant Shares, as incorporated by reference in Section 1.1(c) below, the offer and issuance by the Company of the Additional Warrants is exempt from registration under the 1933 Actthereof. (c) Upon acceptance The Expiration Date of the Additional Warrants, each Buyer affirms the continued accuracy of the representations and warranties set forth in Section 2 of the Agreement, which are hereby incorporated by reference herein, as applicable to the Additional Warrants and Additional Warrant Shares. (d) For purposes of Section 9(e) of the Agreement with respect to any subsequent amendments or waivers, all references to the “Warrants” shall be deemed to include the issued Additional Warrants and all references to the “Warrant Shares” shall be deemed to include the Additional Warrant Shares underlying the issued Additional WarrantsAugust 20, 2013.

Additional Warrants. In consideration of the negotiation, execution and delivery of this Amendment, each Buyer under the Agreement shall be entitled to the receipt of additional Warrants, in substantially the form provided in Exhibit A to this Amendment, consistent with the following terms: (a) Upon effectiveness of this Amendment consistent with Section 2.1 hereof, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $100 1,000 of outstanding principal of the Notes held by such Buyer (as set forth on Schedule A attached hereto)Buyer, which shall be exercisable for five years from the date of issuance at an exercise price of $5.00 12.50 per share, subject to adjustment as set forth within the Warrants (the “Additional Extension Warrants”). (b) Upon the consummation of the issuance of a third tranche of notes in any amount pursuant to Section 1.4 hereof, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $1,000 of outstanding principal of the Notes held by such Buyer, which shall be exercisable for five years from the date of issuance at an exercise price of $12.50 per share, subject to adjustment as set forth within the Warrants (the “Funding Warrants”). (c) If the Company does not commence trading of its Common Stock on a Qualified Eligible Market on or prior to February 2, 2016, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $1,000 of outstanding principal of the Notes held by such Buyer, which shall be exercisable for five years from the date of issuance at an exercise price of $12.50 per share, subject to adjustment as set forth within the Warrants (the “Listing Warrants”). (d) The Extension Warrants, Funding Warrants and Listing Warrants, together the “Additional Warrants Warrants,” are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the date of this Amendment, an additional number of shares of Common Stock shall have been duly authorized and reserved for issuance upon exercise of the Additional Warrants which equals or exceeds 100% of the maximum number of Warrant Shares issued and issuable pursuant to the Additional Warrants (without regard to any restrictions or limitations upon exercise of such Additional Warrants) (the “Additional Warrant Shares”). Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Agreement as applicable to the Additional Warrants and Additional Warrant Shares, as incorporated by reference in Section 1.1(c1.1(e) below, the offer and issuance by the Company of the Additional Warrants is exempt from registration under the 1933 Act. (ce) Upon acceptance of the any Additional Warrants, each Buyer affirms the continued accuracy of the representations and warranties set forth in Section 2 of the Agreement, which are hereby incorporated by reference herein, as applicable to the Additional Warrants and Additional Warrant Shares. (df) For purposes of Section 9(e) of the Agreement with respect to any subsequent amendments or waivers, all references to the “Warrants” Warrants shall be deemed to include the issued Additional Warrants and all references to the “Warrant Shares” Shares shall be deemed to include the Additional Warrant Shares underlying the issued Additional Warrants.

Additional Warrants. In consideration of the negotiation, execution and delivery of this Amendment, each Buyer under the Agreement shall be entitled to the receipt of additional Warrants, in substantially the form provided in Exhibit A to this Amendment, consistent with the following terms: (a) Upon effectiveness of this Amendment consistent with Section 2.1 hereof, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $100 1,000 of outstanding principal of the Notes held by such Buyer (as set forth on Schedule A attached hereto)Buyer, which shall be exercisable for five years from the date of issuance at an exercise price of $5.00 12.50 per share, subject to adjustment as set forth within the Warrants (the “Additional Extension Warrants”). (b) Upon the consummation of the issuance of a third tranche of notes in any amount pursuant to Section 1.4 hereof, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $1,000 of outstanding principal of the Notes held by such Buyer, which shall be exercisable for five years from the date of issuance at an exercise price of $12.50 per share, subject to adjustment as set forth within the Warrants (the “Funding Warrants”). (c) If the Company does not commence trading of its Common Stock on a Qualified Eligible Market on or prior to February 2, 2016, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $1,000 of outstanding principal of the Notes held by such Buyer, which shall be exercisable for five years from the date of issuance at an exercise price of $12.50 per share, subject to adjustment as set forth within the Warrants (the “Listing Warrants”). (d) The Extension Warrants, Funding Warrants and Listing Warrants, together the “Additional Warrants Warrants,” are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the date of this Amendment, an additional number of shares of Common Stock shall have been duly authorized and reserved for issuance upon exercise of the Additional Warrants which equals or exceeds 100% of the maximum number of Warrant Shares issued and issuable pursuant to the Additional Warrants (without regard to any restrictions or limitations upon exercise of such Additional Warrants) (the “Additional Warrant Shares”). Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Agreement as applicable to the Additional Warrants and Additional Warrant Shares, as incorporated by reference in Section 1.1(c1.1(e) below, the offer and issuance by the Company of the Additional Warrants is exempt from registration under the 1933 Act. (ce) Upon acceptance of the any Additional Warrants, each Buyer affirms the continued accuracy of the representations and warranties set forth in Section 2 of the Agreement, which are hereby incorporated by reference herein, as applicable to the Additional Warrants and Additional Warrant Shares. (df) The definition of “April 2015 Warrants” as used in the Agreement is hereby amended to include reference to additional warrants issued to April 2015 Investors pursuant to that certain Fourth Amendment to the April 2015 SPA effective concurrent herewith. (g) For purposes of Section 9(e) of the Agreement with respect to any subsequent amendments or waivers, all references to the “Warrants” Warrants shall be deemed to include the issued Additional Warrants and all references to the “Warrant Shares” Shares shall be deemed to include the Additional Warrant Shares underlying the issued Additional Warrants.

Additional Warrants. In partial consideration of for the negotiation, execution and delivery of this Amendment, each Buyer under Lender entering into the Agreement shall be entitled third amending agreement to the receipt of additional Warrants, in substantially the form provided in Exhibit A to this Amendment, consistent with the following terms: (a) Upon effectiveness of this Amendment consistent with Section 2.1 hereofCredit Agreement, the Company Borrower shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $100 of outstanding principal of the Notes held by such Buyer (as set forth on Schedule A attached hereto), which shall be exercisable for five years from the date of issuance at an exercise price of $5.00 per share, subject to adjustment as set forth within the Warrants common share purchase warrants (the “Additional Warrants”). (b) The Additional Warrants are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to registered in the issue thereof. As name of the date Lender to purchase up to an aggregate of this Amendment, an additional number of 835,000 common shares of the Borrower (“Common Stock have been duly authorized and reserved for issuance upon Shares”), at an exercise price of US $0.35 per Common Share, as set forth in the Additional certificates representing such Warrants which equals or exceeds 100% of the maximum number of Warrant Shares issuable pursuant to the Additional Warrants (without regard to any restrictions or limitations upon exercise of such Additional Warrants) (the “Additional Warrant SharesCertificates”), such Additional Warrant Certificates to be substantially in the form as set out in Schedule D attached hereto. Assuming The Additional Warrants shall be issued on the accuracy Effective Date and shall be exercisable at any time on or before the date which is six (6) years following the date on which the Second Tranche is advanced.” (i) The first sentence of each Section 4.4 of the representations Credit Agreement is hereby deleted in its entirety and warranties set forth in Section 2 replaced with the following: “The Borrower shall pay to the Lender the outstanding balance of the Agreement as applicable First Tranche Commitment Fee by way of deduction from the Advance of the First Tranche. The Borrower (i) shall pay to the Additional Warrants Lender US $75,000 of the Second Tranche Commitment Fee on or before the Second Tranche is advanced, and Additional Warrant Shares(ii) shall pay to the Lender the US $200,000 of the Second Tranche Commitment Fee that remains to be paid on or before the Maturity Date; provided, as incorporated by reference however, that the obligation of the Borrower to pay the amount set out in Section 1.1(cclause (ii) below, the offer and issuance shall be waived by the Company Lender if the Borrower prepays the Obligations in full on or prior to the date which is six (6) months following the date on which the Second Tranche is advanced.” (j) Section 6.1(b) of the Additional Warrants Credit Agreement is exempt from registration under the 1933 Actamended by deleting “Commitment Fee” in such section and replacing it with “First Tranche Commitment Fee”. (ck) Upon acceptance Section 6.2(a) of the Additional Warrants, each Buyer affirms the continued accuracy Credit Agreement is waived in respect of the representations and warranties set forth in Second Tranche; provided that such waiver shall not be construed as a permanent waiver of such Section; (l) Section 2 8.3(h) of the Agreement, which are hereby incorporated Credit Agreement is amended by reference herein, as applicable to the Additional Warrants deleting “Section 8.3(f)” and Additional Warrant Sharesreplacing it with “Section 8.3(g)”. (dm) For purposes of Section 9(e8.4(a) of the Credit Agreement is hereby deleted in its entirety and replaced with respect to any subsequent amendments or waivers, all references to the “Warrants” shall be deemed to include the issued Additional Warrants and all references to the “Warrant Shares” shall be deemed to include the Additional Warrant Shares underlying the issued Additional Warrants.following:

Additional Warrants. In consideration Each Additional Warrant shall entitle PubCo to purchase the number of the negotiation, execution and delivery of this Amendment, each Buyer under the Agreement shall be entitled Common Units equal to the receipt of additional Warrants, in substantially the form provided in Exhibit A to this Amendment, consistent with the following terms: (a) Upon effectiveness of this Amendment consistent with Section 2.1 hereof, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $100 of outstanding principal of the Notes held by such Buyer (as corresponding Additional Warrant Entitlement set forth on Schedule A attached hereto), which shall be exercisable for five years from the date of issuance at an exercise price of $5.00 per share, to this Amendment (subject to adjustment as set forth within the Warrants described below) at a price of $7.66 per Common Unit (subject to adjustment as described below, the “Additional WarrantsWarrant Exercise Price”). Upon each exercise, in whole or in part, of an Additional PubCo Warrant, the corresponding Additional Warrant set forth on Schedule A to this Amendment shall automatically be exercised, and PubCo shall pay to the Company, as a Capital Contribution, the Additional Warrant Exercise Price for such Additional Warrant upon receipt by PubCo of the warrant price for the Additional PubCo Warrant so exercised. Whenever the number of shares of Class A Stock purchasable upon the exercise of the Additional PubCo Warrants or the warrant price for the Additional PubCo Warrants is adjusted pursuant to the terms of the Additional PubCo Warrant Agreement, a corresponding adjustment shall be made to the Additional Warrant Entitlement or the Additional Warrant Exercise Price (or both), as applicable. From and after the Amendment Date, subject to the foregoing provisions of this Section 3.9, any adjustments or changes in the information set forth in Schedule A to this Amendment shall not require any amendment or other change to Schedule A. For federal income tax purposes, the Company and the Members intend (i) to treat each Additional Warrant as a “noncompensatory option” within the meaning of Treasury Regulations Sections 1.721-2(f) and 1.761-3(b)(2), and (ii) not to treat any Additional Warrant as exercised and not to treat any Additional Warrant as a partnership interest prior to the exercise of such Additional Warrant pursuant to this Section 3.9 in accordance with Treasury Regulations Section 1.761-3(a). (bg) Section 4.3 is hereby amended to add a new paragraph (i) as follows: (i) The Additional Warrants are duly authorized andManager may, upon issuancein its reasonable discretion, shall be validly issued cause the Company to make allocations of items of gross income and free from all taxesgain to holders of Series A Preferred Units to the extent necessary to cause, liens and charges after taking into account distributions with respect to the issue thereof. As of the date of this Amendment, an additional number of shares of Common Stock have been duly authorized Series A Preferred Units and reserved for issuance upon exercise of the Additional Warrants which equals or exceeds 100% of the maximum number of Warrant Shares issuable allocations to be made pursuant to the Additional Warrants (without regard Section 4.2, Capital Account balances attributable to any restrictions or limitations upon exercise of such Additional Warrants) (the “Additional Warrant Shares”). Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Agreement as applicable Series A Preferred Units to the Additional Warrants and Additional Warrant Sharesbe, as incorporated by reference in Section 1.1(c) belownearly as possible, the offer and issuance by the Company of the Additional Warrants is exempt from registration under the 1933 Act. (c) Upon acceptance of the Additional Warrants, each Buyer affirms the continued accuracy of the representations and warranties set forth in Section 2 of the Agreement, which are hereby incorporated by reference herein, as applicable equal to the Additional Warrants and Additional Warrant Shares. (d) For purposes of Section 9(e) of the Agreement amounts distributable with respect to any subsequent amendments or waivers, all references Series A Preferred Units pursuant to the “Warrants” shall be deemed to include the issued Additional Warrants Section 10.3(b)(iii).” (h) Section 4.4(e) is hereby amended and all references to the “Warrant Shares” shall be deemed to include the Additional Warrant Shares underlying the issued Additional Warrants.restated in its entirety as follows: