Common use of Change of Control Put Clause in Contracts

Change of Control Put. Subject to the application of Sections 9(c) and 9(h), upon the occurrence of a Change of Control, each Holder of outstanding shares of Series A Preferred Stock shall either (i) on or before the fifth (5th) Business Day prior to the Change of Control Effective Date, convert all or a portion of its shares of Series A Preferred Stock pursuant to Section 6(a); provided, that, if the Change of Control Effective Date occurs at any time prior to the fifth (5th) anniversary of the Original Issuance Date and a Holder elects to convert all or a portion of its shares of Series A Preferred Stock in accordance with this Section 9(a)(i), in addition to the number of shares of Common Stock issued upon conversion of such Series A Preferred Stock pursuant to Section 6(a), the Company shall issue each holder of the Series A Preferred Stock a number of shares of Common Stock equal to the Additional Make-Whole Shares, or (ii) require the Company to purchase (a “Change of Control Put”) all of such Holder’s shares of Series A Preferred Stock that have not been so converted at a purchase price per share of Series A Preferred Stock, payable in cash, equal to the product of (A) if the Change of Control Effective Date occurs at any time prior to the fifth (5th) anniversary of the Original Issuance Date, 105% and (B) if the Change of Control Effective Date occurs on or after the fifth (5th) anniversary of the Original Issuance Date, 100%, multiplied by of the sum of (x) the Liquidation Preference of such share of Series A Preferred Stock, plus (y) the Accrued Dividends in respect of such share of Series A Preferred Stock , in each case as of the applicable Change of Control Purchase Date (the “Change of Control Put Price”); provided that the Company shall only be required to pay the Change of Control Put Price to the extent such purchase can be made out of funds legally available therefor in accordance with Section 9(g). For clarity, if a Holder does not convert all of its shares of Series A Preferred Stock as set forth in clause (i) above, then all shares of Series A Preferred Stock held by such Holder and not so converted shall no longer be convertible and shall automatically and without any action by the Holder be subject solely to the Change of Control Put.

Change of Control Put. Subject to In the application of Sections 9(c) and 9(h), upon the occurrence event of a Change of Control, each Holder of outstanding shares of Series A B-1 Preferred Stock shall either may, at such Holder’s election, (i) on or before the fifth (5th) Business Day effective as of immediately prior to the Change of Control Effective Date, convert all or a portion of its shares of Series A B-1 Preferred Stock pursuant to Section 6(a); provided, that, if the Change of Control Effective Date occurs at any time prior to the fifth (5th) anniversary of the Original Issuance Date and a Holder elects to convert all or a portion of its shares of Series A Preferred Stock in accordance with this Section 9(a)(i), in addition to the number of shares of Common Stock issued upon conversion of such Series A Preferred Stock pursuant to Section 6(a), the Company shall issue each holder of the Series A Preferred Stock a number of shares of Common Stock equal to the Additional Make-Whole Shares, or (ii) require the Company to purchase (a “Change of Control Put”) all of such Holder’s shares of Series A B-1 Preferred Stock that have not been so converted at a purchase price per share of Series A B-1 Preferred Stock, payable in cash, equal to the product of Stock (A) if the a “Change of Control Effective Date occurs at any time prior to Put”) for an amount in cash (in the fifth case of clause (5thA)) anniversary or the applicable consideration (in the case of the Original Issuance Date, 105% and clause (B)) if for each such share of Series B-1 Preferred Stock (the “Change of Control Effective Date occurs on Put Price”) equal to, at the Holder’s election (or after if the fifth Holder does not so elect, the greater of, as determined by the Board acting in good faith) (5th) anniversary of the Original Issuance Date, 100%, multiplied by of the sum of (xA) the Liquidation Preference of such share of Series A B-1 Preferred Stock, plus Stock or (yB) the Accrued Dividends amount of cash and/or other assets such Holder would have received in respect the transaction constituting a Change of Control had such Holder, immediately prior to such Change of Control, converted such share of Series A B-1 Preferred Stock , in each case as into Common Stock pursuant to 6(a) but without regard to any of the applicable Change limitations on convertibility contained therein (provided, that if the kind or amount of Control Purchase Date (securities, cash and other property receivable in such transaction is not the “same for each share of Common Stock held immediately prior to such transaction by a Person, then the kind and amount of securities, cash and other property receivable on Change of Control Put Price”following such transaction shall be deemed to be the weighted average of the types and amounts of consideration received by all holders of Common Stock); provided that the . The Company shall only not take any action that would be required reasonably expected to impair the Company’s ability to pay the Change of Control Put Price to the extent such purchase can be made out of when due, including by investing available funds legally available therefor in accordance with Section 9(g)illiquid assets. For clarity, if but subject to 9(e), any shares of Series B-1 Preferred Stock that a Holder does not convert all of its shares of Series A Preferred Stock as set forth in clause (i) above, then all shares of Series A Preferred Stock held by such Holder and not so converted shall no longer be convertible and shall automatically and without any action by the Holder be above or subject solely to the Change of Control PutPut as set forth in clause (ii) above shall remain outstanding as provided herein.

Change of Control Put. Subject to In the application of Sections 9(c) and 9(h), upon the occurrence event of a Change of Control, each Holder of outstanding shares of Series A B-2 Preferred Stock shall either may, at such Holder’s election, (i) on or before the fifth (5th) Business Day effective as of immediately prior to the Change of Control Effective Date, convert all or a portion of its shares of Series A B-2 Preferred Stock pursuant to Section 6(a); provided, that, if the Change of Control Effective Date occurs at 1(a) (without regard to any time prior to the fifth (5thlimitations on conversion) anniversary of the Original Issuance Date and a Holder elects to convert all or a portion of its shares of Series A Preferred Stock in accordance with this Section 9(a)(i), in addition to the number of shares of Common Stock issued upon conversion of such Series A Preferred Stock pursuant to Section 6(a), the Company shall issue each holder of the Series A Preferred Stock a number of shares of Common Stock equal to the Additional Make-Whole Shares, or (ii) require the Company to purchase (a “Change of Control Put”) all of such Holder’s shares of Series A B-2 Preferred Stock that have not been so converted at a purchase price per share of Series A B-2 Preferred Stock, payable in cash, equal to the product of Stock (A) if the a “Change of Control Effective Date occurs at any time prior to Put”) for an amount in cash (in the fifth case of clause (5thA)) anniversary or the applicable consideration (in the case of the Original Issuance Date, 105% and clause (B)) if for each such share of Series B-2 Preferred Stock (the “Change of Control Effective Date occurs on Put Price”) equal to, at the Holder’s election (or after if the fifth Holder does not so elect, the greater of, as determined by the Board acting in good faith) (5th) anniversary of the Original Issuance Date, 100%, multiplied by of the sum of (xA) the Liquidation Preference of such share of Series A B-2 Preferred Stock, plus Stock or (yB) the Accrued Dividends amount of cash and/or other assets such Holder would have received in respect the transaction constituting a Change of Control had such Holder, immediately prior to such Change of Control, converted such share of Series A B-2 Preferred Stock , in each case as into Common Stock pursuant to 1(a) but without regard to any of the applicable Change limitations on convertibility contained therein (provided, that if the kind or amount of Control Purchase Date (securities, cash and other property receivable in such transaction is not the “same for each share of Common Stock held immediately prior to such transaction by a Person, then the kind and amount of securities, cash and other property receivable on Change of Control Put Price”following such transaction shall be deemed to be the weighted average of the types and amounts of consideration received by all holders of Common Stock); provided that the . The Company shall only not take any action that would be required reasonably expected to impair the Company’s ability to pay the Change of Control Put Price to the extent such purchase can be made out of when due, including by investing available funds legally available therefor in accordance with Section 9(g)illiquid assets. For clarity, if but subject to 1(e), any shares of Series B-2 Preferred Stock that a Holder does not convert all of its shares of Series A Preferred Stock as set forth in clause (i) above, then all shares of Series A Preferred Stock held by such Holder and not so converted shall no longer be convertible and shall automatically and without any action by the Holder be above or subject solely to the Change of Control PutPut as set forth in clause (ii) above shall remain outstanding as provided herein.

Change of Control Put. Subject to the application of Sections 9(c) and 9(h9(i), upon the occurrence of a Change of Control, each Holder of outstanding shares of Series A Preferred Stock shall either (i) on or before have the fifth (5th) Business Day prior option to the Change of Control Effective Date, convert all or a portion of its shares of Series A Preferred Stock pursuant to Section 6(a); provided, that, if the Change of Control Effective Date occurs at any time prior to the fifth (5th) anniversary of the Original Issuance Date and a Holder elects to convert all or a portion of its shares of Series A Preferred Stock in accordance with this Section 9(a)(i), in addition to the number of shares of Common Stock issued upon conversion of such Series A Preferred Stock pursuant to Section 6(a), the Company shall issue each holder of the Series A Preferred Stock a number of shares of Common Stock equal to the Additional Make-Whole Shares, or (ii) require the Company to purchase (a “Change of Control Put”) any or all of such Holder’s its shares of Series A Preferred Stock that have not been so converted at a purchase price per share of Series A Preferred Stock, payable in cashcash (in the case of clause (i)) or the applicable consideration (in the case of clause (ii)), equal to to, at the product of Holder’s election (A) or if the Change of Control Effective Date occurs at any time prior to Holder does not so elect, the fifth greater of) (5th) anniversary of the Original Issuance Date, 105% and (B) if the Change of Control Effective Date occurs on or after the fifth (5th) anniversary of the Original Issuance Date, 100%, multiplied by of the sum of (xi) the Liquidation Preference of such share of Series A Preferred Stock, Stock plus (y) the Accrued Dividends in respect of such share of Series A Preferred Stock Stock, in each case as of the applicable Change of Control Purchase Date and (ii) the amount of cash and/or other assets such Holder would have received in the transaction constituting a Change of Control had such Holder, immediately prior to such Change of Control, converted such share of Series A Preferred Stock into Common Stock (pursuant to Section 6 without regard to any of the limitations on convertibility contained therein); provided however that, if the kind or amount of securities, cash and other property receivable in such transaction is not the same for each share of Common Stock held immediately prior to such transaction by a Person, then the kind and amount of securities, cash and other property receivable upon Change of Control Put following such transaction will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock (the “Change of Control Put Price”); provided that that, in each case (but, for purposes of clarity, not in the event where such holder actually converts its shares of Series A Preferred Stock into Common Stock), the Company shall only be required to pay the Change of Control Put Price to the extent such purchase can be made out of funds legally available therefor in accordance with Section 9(g). For clarity, if a Holder does not convert all of its shares of Series A Preferred Stock as set forth in clause (i) above, then all shares of Series A Preferred Stock held by such Holder and not so converted shall no longer be convertible and shall automatically and without any action by the Holder be subject solely to the Change of Control Puttherefor.