Common use of Additional Warrants Clause in Contracts

Additional Warrants. Each Additional Warrant shall entitle PubCo to purchase the number of Common Units equal to the corresponding Additional Warrant Entitlement set forth on Schedule A to this Amendment (subject to adjustment as described below) at a price of $7.66 per Common Unit (subject to adjustment as described below, the “Additional Warrant 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).

Additional Warrants. Each Additional Warrant In the event that the purchasers of securities in a Qualifying Proposal (the “QP Purchasers”) are issued warrants or other convertible securities (the “New Warrants”) in addition to the securities constituting the Qualifying Proposal (the “QP Securities”), then the Company shall entitle PubCo also issue to purchase each Investor under the Agreement its proportionate number of New Warrants having the same terms and provisions, including as to exercise price, as the New Warrants that are issued to QP Purchasers; provided that the exercise date of such warrants shall be 61 days after the date that the Mandatory Registration Statement required by Section 2 shall become effective. The New Warrants issued to the Investors shall, in the aggregate, be exercisable for the number of Common Units equal to the corresponding Additional Warrant Entitlement set forth on Schedule A to this Amendment Shares determined by multiplying (subject to adjustment as described belowa) at a price of $7.66 per Common Unit (subject to adjustment as described below, the “Additional Warrant 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 Company2,500,000, as a Capital Contributionadjusted for any stock splits, the Additional Warrant Exercise Price for such Additional Warrant upon receipt stock dividends or similar events by PubCo (b) one-half of the warrant price for fraction, (i) the Additional PubCo Warrant so exercised. Whenever numerator of which is the number of shares of Class A Stock purchasable upon the exercise common stock of the Additional PubCo Company into which the New Warrants or the warrant price for the Additional PubCo Warrants is adjusted pursuant issued 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), QP Purchasers are exercisable and (ii) not to treat any Additional Warrant as exercised and not to treat any Additional Warrant as a partnership interest prior the denominator of which is number of shares of common stock of the Company issued to the exercise QP Purchasers. Such New Warrants shall be issued to the Investors based on the number of Registrable Shares held by each Investor as of the date hereof. If the QP Investors are issued securities other than common stock of the Company or if the New Warrants are exercisable for securities other than common stock of the Company, then the foregoing provisions shall be adjusted to take into account the common stock equivalent status of such Additional Warrant pursuant securities and the Company shall not issue any securities in connection with the Qualifying Proposal until such adjustment is agreed between the parties hereto. This Amendment and the waiver of Liquidated Damages shall be conditioned upon the issuance of the New Warrants to this Section 3.9 Investor in accordance with Treasury Regulations the terms of this Section 1.761-3(a)8.

Additional Warrants. Each 1.4.1. The Company hereby agrees to issue, in the event that the Reset Price is equal to 50% of the Initial Exercise Price, to each Qualified Holder two Warrants (“Additional Warrants”) for each one Qualified Warrant shall entitle PubCo held by such holder on the date that such Reset Price becomes effective. The Additional Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to purchase together as the “Additional Securities.” If there are no Additional Warrants issued as a result of the Reset Price, until the later of (a) two years after the date the Warrants are issued or (b) the date no Qualified Holders (as defined below) hold any Warrants, in the event of a reduction of the exercise price of the Warrants, in aggregate, to 50% of the Initial Exercise Price as a result of a Dilutive Issuance, each Qualified Holder will two Additional Warrants for each one Qualified Warrant held by such holder on the date of such reduction. The maximum number of Warrants subject to such adjustment by a given Qualified Holder will be limited to the number of Common Units Warrants purchased by such Qualified Holder in connection with this offering. Additional Warrants shall only be issued to Qualified Holders if the Reset Price is equal to 50% of the corresponding Additional Warrant Entitlement set forth Initial Exercise Price or on Schedule A the first Dilutive Issuance which causes the exercise price to this Amendment (subject be equal to adjustment as described below) at a price 50% of $7.66 per Common Unit (subject to adjustment as described below, the “Additional Warrant Initial Exercise Price”). Upon each exercise, in whole or in part, of an Additional PubCo Warrant, there being only one event requiring 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 issuance 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)Warrants.

Additional Warrants. Each To the extent that any portion of the principal amount of this Promissory Note remains outstanding, on each Additional Warrant Issue Date the Company shall entitle PubCo be obligated to issue to the Holder Additional Warrants to purchase Class B Stock. The Additional Warrants shall be issued within three (3) Business Days of each Additional Warrant Issue Date and shall be substantially in the number form of Common Units equal Exhibit B to the corresponding Loan Agreement. The exercise price per share of Series B Stock underlying the Additional Warrants shall be the VWAP for the Series B Stock for the ten (10) Trading Days ending on the Trading Day immediately preceding the applicable Additional Warrant Entitlement set forth on Schedule A to this Amendment Issue Date (subject to adjustment as described below) at a price of $7.66 per Common Unit (subject to adjustment as described below, the “Additional Warrant Exercise Per Share 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 The number of shares of Class A B Stock purchasable upon the exercise of underlying the Additional PubCo Warrants or the warrant price for the to be issued in respect of each Additional PubCo Warrants is adjusted pursuant to the terms of the Additional PubCo Warrant Agreement, a corresponding adjustment Issue Date shall be made to the Additional Warrant Entitlement or the Additional Warrant Exercise Price (or both), determined 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 follows: (i) the aggregate number of shares of Class B Stock underlying all Additional Warrants to treat be issued pursuant to all outstanding Promissory Notes in respect of each Additional Warrant as a “noncompensatory option” within Issue Date shall be calculated by dividing (A) the meaning amount that is the Coverage Percentage of Treasury Regulations Sections 1.721-2(fthe then outstanding Principal Amount of all such Promissory Notes on the relevant Additional Warrant Issue Date, by (B) and 1.761-3(b)(2)the Per Share Price, and then (ii) not 10% of the aggregate number of Warrant Shares will be issuable to treat any CF Special Situation Fund I LP and CF Special Situation Fund II LP (collectively, the “Lead Lenders”), allocated as follows: (A) 9.4% to CF Special Situation Fund I, LP and (B) 0.6% to CF Special Situation Fund II LP, and then (ii) the remaining 90% of such aggregate number of Warrant Shares will be allocated among the Additional Warrants issued to all Lenders (including the Lead Lenders) based on each Holder’s pro rata portion of the aggregate then outstanding Principal Amount of all such Promissory Notes. As used herein, the term (x) “Additional Warrant as exercised Issue Date” shall mean the first day of each calendar month (or if such day is not a Business Day, then the next succeeding Business Day) beginning on July 1, 2017, and not to treat any Additional Warrant as a partnership interest prior to ending on the exercise earlier of such Additional Warrant pursuant to (A) December 1, 2017 and (B) the day that the principal amount of this Section 3.9 Promissory Note is paid in accordance with Treasury Regulations Section 1.761full, (y) “Coverage Percentage shall mean ten percent (10%) for July 1, and August 1, 2017 and seven and one-3(a)half percent (7.5%) for September 1, October 1, November 1, and December 1, 2017.

Additional Warrants. Each Additional Warrant In the event the Company fails for any reason to redeem when so required the shares of its Series E Preferred Stock, pursuant to and in accordance with Section 8(a) of the Company's Amended and Restated Certificate of Incorporation (the "Series E Mandatory Redemption") on the dates required therein (irrespective of the reason for such failure, including any failure due to restrictions under applicable law or under agreements for indebtedness entered into by the Company), the Company shall entitle PubCo issue to the holder hereof a warrant to purchase the number 20 shares of Common Units equal to the corresponding Additional Warrant Entitlement set forth on Schedule A to this Amendment (subject to adjustment as described below) at a price Stock of $7.66 per Common Unit (subject to adjustment as described below, the “Additional Warrant 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, on the same terms contained herein, for each 200 shares of Series E Preferred Stock held by such holder (the "Additional Warrant"); provided that such issuance of Additional Warrants shall only be made on the date which is three months after the Series E Mandatory Redemption Date (as a Capital Contributionsuch term is defined in said Certificate) on which such failure to redeem occurred (an "Additional Warrants Issue Date"), provided no Series E Mandatory Redemption (as such term is defined in said Certificate) has occurred as of such date. In addition, Additional Warrants shall be issued by the Company again on each successive three month anniversary of the original Additional Warrants Issue Date, if, and only to the extent, the Series E Mandatory Redemption has not been fully consummated by the Company on the date of any such anniversary. Any such anniversary date shall also constitute an Additional Warrant Exercise Price for such Warrants Issue Date. Notwithstanding anything herein to the contrary, no Additional Warrant upon receipt Warrants shall be issued by PubCo the Company after the date which is thirty-six (36) months after said Series E Mandatory Redemption Date. Notwithstanding the foregoing, in the event the Company redeems less than all of the warrant price for Series E Preferred Stock it is required to so redeem on the Series E Mandatory Redemption Date, the Company shall only be required to issue to the holder hereof on any Additional PubCo Warrant so exercised. Whenever the number of shares of Class A Stock purchasable upon the exercise Warrants Issue Date that percentage of the Additional PubCo Warrants or the warrant price for the Additional PubCo Warrants which is adjusted pursuant equivalent to the terms percentage of Series E Preferred Stock which was, at the applicable 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 Warrants Issue Date, subject required 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 be redeemed from such holder but 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)so redeemed.