Common use of Buyout Rights Clause in Contracts

Buyout Rights. Subject to the limitations hereinafter set forth, upon the occurrence of a Buyout Event, Shareholder’s blocking rights under this Agreement with respect to a Covered Transaction and pursuant to Article III, Section 7 of Dynegy’s Bylaws shall, subject to reinstatement under clause (a)(iii) hereunder, terminate and Shareholder, within 180 days after the occurrence of a Buyout Event (or such longer period as may be required to avoid disgorgement of short swing profits under Section 16 of the Exchange Act with respect to Class B Shares owned at the time of the Buyout Event), at its option shall either: (a) Sell (and cause its Affiliates to sell) all of the Class B Shares (1) in a Widely Disbursed Public Sale or (2) to a third party in a private sale, provided that any such private sale shall be subject to the following provisions: (i) As promptly as practicable, Shareholder shall deliver written notice to Dynegy of any proposed buyer under clause (2) of this Section 3.1(a) and the purchase price per share and other material terms of such proposed sale. (ii) If, within 30 days after receipt of Shareholder’s notice, Dynegy’s board of directors delivers written notice to Shareholder that a proposed buyer or terms are not acceptable, in its sole discretion, then Shareholder shall have the right to require Dynegy to purchase (or find an acceptable buyer to purchase) all of the Class B Shares at a purchase price equal to 105% of the purchase price agreed to between Shareholder and the third party under clause (2) of this Section 3.1(a). (iii) If, for any reason other than a delay caused solely by Shareholder, Dynegy (or any acceptable buyer appointed by Dynegy) fails to purchase the Class B Shares within 180 days after the date of the Buyout Event, then Shareholder (and its Affiliates) shall be free to Transfer the Class B Shares at such price as it shall deem appropriate, provided that Shareholder shall complete such Transfer within 180 days thereafter, provided, that if Shareholder chooses not to sell the Class B Shares after such failure, then notwithstanding any of the provisions of this Section 3.1, the Blocking Event triggering the Buyout Event shall not be deemed to be a Blocking Event and Shareholder’s blocking rights under Article III, Section 7 of Dynegy’s Bylaws shall thereupon be reinstated. Shareholder and Dynegy expressly agree that, with respect to the first failure of Dynegy to complete the purchase of the Class B Shares as required by this clause (iii), Shareholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Dynegy on demand Shareholder’s reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on Shareholder’s remedies shall only be applicable if Dynegy exercised its right to purchase under this clause (iii) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction. (b) Elect to retain the Class B Shares, by delivering a written election to Dynegy, provided that such Class B Shares and the directors elected by such Class B Shares shall no longer be entitled to any blocking rights under Article III, Section 7 of Dynegy’s Bylaws.

Buyout Rights. Subject to the limitations hereinafter set forth, upon the occurrence of a Buyout Event, Shareholder’s Stockholder's blocking rights under this Agreement with respect to a Covered Transaction and pursuant to Article III, Section 7 of Dynegy’s Stanford's Amended and Restated Bylaws shall, subject to reinstatement under clause (a)(iii) hereunder, terminate and ShareholderStockholder shall, within 180 days after the occurrence of a Buyout Event (or such longer period as may be required to avoid disgorgement of short swing profits under Section 16 of the Exchange Act with respect to Class B Shares owned at the time of the Buyout Event), at its option shall either: (a) Sell (and cause its Affiliates to sell) all of the Class B Shares (1) in a Widely Disbursed Public Sale or (2) to a third party in a private sale, provided that any such private sale shall be subject to the following provisions: (i) As promptly as practicable, Shareholder Stockholder shall deliver written notice to Dynegy Stanford of any proposed buyer under clause (2) of this Section 3.1(a4.1(a) and the purchase price per share and other material terms of such proposed sale. (ii) If, within 30 days after receipt of Shareholder’s Stockholder's notice, Dynegy’s Stanford's board of directors delivers written notice to Shareholder Stockholder that a proposed buyer or terms are not acceptable, in its sole discretion, then Shareholder Stockholder shall have the right to require Dynegy Stanford to purchase (or find an acceptable buyer to purchase) all of the Class B Shares at a purchase price equal to 105% of the purchase price agreed to between Shareholder Stockholder and the third party under clause (2) of this Section 3.1(a4.1(a). (iii) If, for any reason other than a delay caused solely by ShareholderStockholder, Dynegy Stanford (or any acceptable buyer appointed by DynegyStanford) fails to purchase the Class B Shares within 180 days after the date of the Buyout Event, then Shareholder Stockholder (and its Affiliates) shall be free to Transfer the Class B Shares at such price as it shall deem appropriate, provided that Shareholder Stockholder shall complete such Transfer within 180 days thereafter, provided, that if Shareholder Stockholder chooses not to sell the Class B Shares after such failure, then notwithstanding any of the provisions of this Section 3.14.1, the Blocking Event triggering the Buyout Event shall not be deemed to be a Blocking Event and Shareholder’s Stockholder's blocking rights under Article III, Section 7 of Dynegy’s Stanford's Amended and Restated Bylaws shall thereupon be reinstated. Shareholder Stockholder and Dynegy Stanford expressly agree that, with respect to the first failure of Dynegy Stanford to complete the purchase of the Class B Shares as required by this clause (iii), Shareholder Stockholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Dynegy Stanford on demand Shareholder’s Stockholder's reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on Shareholder’s Stockholder's remedies shall only be applicable if Dynegy Stanford exercised its right to purchase under this clause (iii) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction. (b) Elect to retain the Class B Shares, by delivering a written election to DynegyStanford, provided that such Class B Shares and the directors elected by such Class B Shares shall no longer be entitled to any blocking rights under Article III, Section 7 of Dynegy’s Stanford's Amended and Restated Bylaws.

Buyout Rights. Subject to the limitations hereinafter set forth, upon the occurrence of a Buyout Event, Shareholder’s 's blocking rights under this Agreement with respect to a Covered Transaction and pursuant to Article III, Section 7 of Dynegy’s Newco's Bylaws shall, subject to reinstatement under clause (a)(iii) hereunder, terminate and ShareholderShareholder may, within 180 days after the occurrence of a Buyout Event (or such longer period as may be required to avoid disgorgement of short swing profits under Section 16 of the Exchange Act with respect to Class B Shares owned at the time of the Buyout Event), Shareholder, at its option shall either: 11 12 (a) Sell (and cause its Affiliates to sell) all of the Class B Shares (1) in a Widely Disbursed Public Sale or (2) to a third party in a private sale, provided that any such private sale shall be subject to the following provisions: (i) As promptly as practicable, Shareholder shall deliver written notice to Dynegy Newco of any proposed buyer under clause (2) of this Section 3.1(a4.1(a) and the purchase price per share and other material terms of such proposed sale. (ii) If, within 30 days after receipt of Shareholder’s 's notice, Dynegy’s Newco's board of directors delivers written notice to Shareholder that a proposed buyer or terms are not acceptable, in its sole discretion, then Shareholder shall have the right to require Dynegy Newco to purchase (or find an acceptable buyer to purchase) all of the Class B Shares at a purchase price equal to 105% of the purchase price agreed to between Shareholder and the third party under clause (2) of this Section 3.1(a4.1(a). (iii) If, for any reason other than a delay caused solely by Shareholder, Dynegy Newco (or any acceptable buyer appointed by DynegyNewco) fails to purchase the Class B Shares within 180 days after the date of the Buyout Event, then Shareholder (and its Affiliates) shall be free to Transfer the Class B Shares at such price as it shall deem appropriate, provided that Shareholder shall complete such Transfer within 180 days thereafter, provided, that if Shareholder chooses not to sell the Class B Shares after such failure, then notwithstanding any of the provisions of this Section 3.14.1, the Blocking Event triggering the Buyout Event shall not be deemed to be a Blocking Event and Shareholder’s 's blocking rights under Article III, Section 7 of Dynegy’s Newco's Bylaws shall thereupon be reinstated. Shareholder and Dynegy Newco expressly agree that, with respect to the first failure of Dynegy Newco to complete the purchase of the Class B Shares as required by this clause (iii), Shareholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Dynegy Newco on demand Shareholder’s 's reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on Shareholder’s 's remedies shall only be applicable if Dynegy Newco exercised its right to purchase under this clause (iii) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction. (b) Elect to retain the Class B Shares, by delivering a written election to Dynegy, provided that such Class B Shares and the directors elected by such Class B Shares shall no longer be entitled to any blocking rights under Article III, Section 7 of Dynegy’s Bylaws.

Buyout Rights. Subject to the limitations hereinafter set forth, upon the occurrence of a Buyout Event, Shareholder’s 's blocking rights under this Agreement with respect to a Covered Transaction and pursuant to Article III, Section 7 of Dynegy’s 's Bylaws shall, subject to reinstatement under clause (a)(iii) hereunder, terminate and Shareholder, within 180 days after the occurrence of a Buyout Event (or such longer period as may be required to avoid disgorgement of short swing profits under Section 16 of the Exchange Act with respect to Class B Shares owned at the time of the Buyout Event), at its option shall either: (a) Sell (and cause its Affiliates to sell) all of the Class B Shares (1) in a Widely Disbursed Public Sale or (2) to a third party in a private sale, provided that any such private sale shall be subject to the following provisions: (i) As promptly as practicable, Shareholder shall deliver written notice to Dynegy of any proposed buyer under clause (2) of this Section 3.1(a4.1(a) and the purchase price per share and other material terms of such proposed sale. (ii) If, within 30 days after receipt of Shareholder’s 's notice, Dynegy’s 's board of directors delivers written notice to Shareholder that a proposed buyer or terms are not acceptable, in its sole discretion, then Shareholder shall have the right to require Dynegy to purchase (or find an acceptable buyer to purchase) all of the Class B Shares at a purchase price equal to 105% of the purchase price agreed to between Shareholder and the third party under clause (2) of this Section 3.1(a4.1(a). (iii) If, for any reason other than a delay caused solely by Shareholder, Dynegy (or any acceptable buyer appointed by Dynegy) fails to purchase the Class B Shares within 180 days after the date of the Buyout Event, then Shareholder (and its Affiliates) shall be free to Transfer the Class B Shares at such price as it shall deem appropriate, provided that Shareholder shall complete such Transfer within 180 days thereafter, provided, that if Shareholder chooses not to sell the Class B Shares after such failure, then notwithstanding any of the provisions of this Section 3.14.1, the Blocking Event triggering the Buyout Event shall not be deemed to be a Blocking Event and Shareholder’s 's blocking rights under Article III, Section 7 of Dynegy’s 's Bylaws shall thereupon be reinstated. Shareholder and Dynegy expressly agree that, with respect to the first failure of Dynegy to complete the purchase of the Class B Shares as required by this clause (iii), Shareholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Dynegy on demand Shareholder’s 's reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on Shareholder’s 's remedies shall only be applicable if Dynegy exercised its right to purchase under this clause (iii) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction. (b) Elect to retain the Class B Shares, by delivering a written election to Dynegy, provided that such Class B Shares and the directors elected by such Class B Shares shall no longer be entitled to any blocking rights under Article III, Section 7 of Dynegy’s 's Bylaws.

Buyout Rights. Subject to the limitations hereinafter set forth, upon Following the occurrence of a Buyout Event, Shareholder’s blocking rights under this Agreement with respect to a Covered Transaction an Event of Default and the acceleration of the Loans pursuant to Article IIISection 7.01, Section 7 of Dynegy’s Bylaws shallin the event the Required Lenders direct the Administrative Agent in writing to foreclose or liquidate the Collateral, subject to reinstatement under clause (a)(iii) hereunder, terminate and Shareholderthe Administrative Agent shall have received, within 180 days [***] after commencing such foreclosure or liquidation process, any written offers to acquire the occurrence Collateral from a Person other than Oportun, Inc., the secured creditors of a Buyout Event Oportun, Inc. or any Lender (or such longer period as offers may be required referred to avoid disgorgement of short swing profits under Section 16 as the “Designated Offers”), the Administrative Agent shall provide copies of the Exchange Act with respect Designated Offers to Class B Shares owned at Oportun, Inc. and the time of the Buyout Event)Lenders, at its option shall either: (a) Sell (and cause its Affiliates to sell) all of the Class B Shares (1) in a Widely Disbursed Public Sale or (2) to a third party in a private sale, provided that any such private sale shall be subject to the following provisionsand: (i) As promptly as practicableOportun, Shareholder Inc. and its secured creditors shall deliver written notice have the right, within [***] of the date of the latest Designated Offer, to Dynegy purchase all of any proposed buyer under clause the Collateral for a price equal to the higher of (1) the highest offered price specified in the Designated Offers, or (2) the aggregate Outstanding Loan Balance of this Section 3.1(a) the Class A Loans, the Class B Loans and the purchase price per share Class C Loans, plus accrued and unpaid interest on such Loans to the next Payment Date plus the amount of any other material terms of such proposed sale.Obligations owed to the Lenders and the Indemnified Parties by payment in immediately available funds to the Waterfall Account, (ii) Ifif none of Oportun, Inc. or its secured creditors exercise such option or all such Persons affirmatively reject such option, each Class C Lender will have the option, within 30 days after receipt ten (10) Business Days of Shareholder’s noticethe expiration or rejection of the option pursuant to clause (i) above, Dynegy’s board of directors delivers written notice to Shareholder that a proposed buyer or terms are not acceptable, in its sole discretion, then Shareholder shall have the right to require Dynegy to purchase (or find an acceptable buyer to purchase) all of the Collateral for a price equal to the higher of (1) the highest offered price specified in the Designated Offers, or (2) the aggregate Outstanding Loan Balance of the Class A Loans, Class B Shares at Loans and Class C Loans, plus accrued and unpaid interest on such Loans to the next Payment Date plus the amount of any other Obligations owed to the Lenders and the Indemnified Parties, by payment in immediately available funds to the Waterfall Account; (iii) if no Class C Lender exercises such option or all Class C Lenders affirmatively reject such option, each Class B Lender will have the option, within ten (10) Business Days of the expiration or rejection of the option pursuant to clause (iii) above, to purchase all of the Collateral for a purchase price equal to 105% the higher of the purchase price agreed to between Shareholder and the third party under clause (2) of this Section 3.1(a). (iii) If, for any reason other than a delay caused solely by Shareholder, Dynegy (or any acceptable buyer appointed by Dynegy) fails to purchase the Class B Shares within 180 days after the date of the Buyout Event, then Shareholder (and its Affiliates) shall be free to Transfer the Class B Shares at such price as it shall deem appropriate, provided that Shareholder shall complete such Transfer within 180 days thereafter, provided, that if Shareholder chooses not to sell the Class B Shares after such failure, then notwithstanding any of the provisions of this Section 3.1, the Blocking Event triggering the Buyout Event shall not be deemed to be a Blocking Event and Shareholder’s blocking rights under Article III, Section 7 of Dynegy’s Bylaws shall thereupon be reinstated. Shareholder and Dynegy expressly agree that, with respect to the first failure of Dynegy to complete the purchase of the Class B Shares as required by this clause (iii), Shareholder shall have no remedies other than (1) the rights set forth highest offered price specified in the immediately preceding sentence and Designated Offers or (2) a right to recover from Dynegy the aggregate Outstanding Loan Balance of the Class A Loans and Class B Loans, plus accrued and unpaid interest on demand Shareholder’s reasonable out of pocket expenses related such Loans to the proposed salenext Payment Date plus the amount of any other Obligations owed to the Class A Lenders, the Class B Lenders, and their related Indemnified Parties, by payment in immediately available funds to the Waterfall Account; providedand (iv) if no Class B Lender exercises such option or all Class B Lenders affirmatively reject such option, however that such limitation on Shareholder’s remedies shall only be applicable if Dynegy exercised its right each Class A Lender will have the option, within ten (10) Business Days of the expiration or rejection of the option pursuant to purchase under this clause (iii) above, to purchase all of the Collateral for a purchase price equal to the higher of the highest offered price specified in good faith and with the written advice Designated Offers or (2) the aggregate Outstanding Loan Balance of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction. (b) Elect to retain the Class B SharesA Loans, plus accrued and unpaid interest on such Loans to the next Payment Date plus the amount of any other Obligations owed to the Class A Lenders and their related Indemnified Parties, by delivering payment of immediately available funds to the Waterfall Account. LEGAL02/42958175v30 a written election to DynegyIf none of Oportun, provided that Inc., Oportun, Inc.’s secured creditors or the Lenders have exercised their respective option within the applicable time period set forth above, or all such Class B Shares Persons have affirmatively rejected such option, the foregoing options shall terminate and be of no further force and effect and the directors elected Administrative Agent may proceed to sell the Collateral to the highest offeree, subject to Section 7.04(b), it being agreed and understood that if accepting a Designated Offer will result in the circumstance contemplated by such Class B Shares clause (ii) of Section 7.04(b), then no option referenced in this Section 7.03 shall no longer be entitled to any blocking rights under Article III, Section 7 of Dynegy’s Bylawsapplicable.

Buyout Rights. Subject to the limitations hereinafter set forth, upon the occurrence of a Buyout Event, Shareholder’s blocking rights under this Agreement with respect to a Covered Transaction and pursuant to Article III, Section 7 of Dynegy’s Bylaws shall, subject to reinstatement under clause (a)(iii) hereunder, terminate and Shareholder, within 180 days after the occurrence of a Buyout Event (or such longer period as may be required to avoid disgorgement of short swing profits under Section 16 of the Exchange Act with respect to Class B Shares owned at the time of the Buyout Event), at its option shall either: (a) Sell (and cause its Affiliates to sell) all of the Class B Shares (1) in a Widely Disbursed Public Sale or (2) to a third party in a private sale, provided that any such private sale shall be subject to the following provisions: (i) As promptly as practicable, Shareholder shall deliver written notice to Dynegy of any proposed buyer under clause (2) of this Section 3.1(a) and the purchase price per share and other material terms of such proposed sale. (ii) If, within 30 days after receipt of Shareholder’s notice, Dynegy’s board of directors delivers written notice to Shareholder that a proposed buyer or EXECUTION VERSION terms are not acceptable, in its sole discretion, then Shareholder shall have the right to require Dynegy to purchase (or find an acceptable buyer to purchase) all of the Class B Shares at a purchase price equal to 105% of the purchase price agreed to between Shareholder and the third party under clause (2) of this Section 3.1(a). (iii) If, for any reason other than a delay caused solely by Shareholder, Dynegy (or any acceptable buyer appointed by Dynegy) fails to purchase the Class B Shares within 180 days after the date of the Buyout Event, then Shareholder (and its Affiliates) shall be free to Transfer the Class B Shares at such price as it shall deem appropriate, provided that Shareholder shall complete such Transfer within 180 days thereafter, provided, that if Shareholder chooses not to sell the Class B Shares after such failure, then notwithstanding any of the provisions of this Section 3.1, the Blocking Event triggering the Buyout Event shall not be deemed to be a Blocking Event and Shareholder’s blocking rights under Article III, Section 7 of Dynegy’s Bylaws shall thereupon be reinstated. Shareholder and Dynegy expressly agree that, with respect to the first failure of Dynegy to complete the purchase of the Class B Shares as required by this clause (iii), Shareholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Dynegy on demand Shareholder’s reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on Shareholder’s remedies shall only be applicable if Dynegy exercised its right to purchase under this clause (iii) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction. (b) Elect to retain the Class B Shares, by delivering a written election to Dynegy, provided that such Class B Shares and the directors elected by such Class B Shares shall no longer be entitled to any blocking rights under Article III, Section 7 of Dynegy’s Bylaws.