Common use of Change of Control Transactions Clause in Contracts

Change of Control Transactions. Notwithstanding anything herein to the contrary, a Change of Control Transaction shall be treated as a Liquidation Event for all purposes of Section A.5 of this Article Fourth. In furtherance of the foregoing, the Corporation shall take such actions as are necessary to give effect to the provisions of this Section A.5(b) of this Article Fourth, including (i) in the case of a Change of Control Transaction structured as a merger or consolidation, including in the definitive agreement relating to such Change of Control Transaction provision for the payment in cash of a price per share to the holders of Series A Preferred Stock equal to the Series A Preference Amount, or (ii) in the case of a Change of Control Transaction structured in any manner other than a merger or consolidation, redeeming the Series A Preferred Stock in connection with and as a condition to the Change of Control Transaction for a price per share in cash equal to the Series A Preference Amount. In the event of a Change of Control Transaction, if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the definitive agreement relating to such Change of Control Transaction shall provide that (x) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth as if the Initial Consideration were the only consideration payable in connection with such Change of Control Transaction and (y) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Article Fourth, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Change of Control Transaction shall be deemed to be Additional Consideration. The Corporation shall promptly provide to the holders of shares of Series A Preferred Stock such information concerning the terms of such Change of Control Transaction as may reasonably be requested by the holders of Series A Preferred Stock.

Change of Control Transactions. Notwithstanding anything herein to the contrary, a In case of any Change of Control Transaction shall be treated as or reclassification of Common Stock (other than a Liquidation Event for all purposes reclassification of Common Stock subject to adjustment pursuant to Section A.5 of this Article Fourth. In furtherance of the foregoing12(i)), the Corporation shall take such actions as are necessary to give effect notwithstanding anything to the provisions contrary contained herein, (a) the Company shall notify the Warrantholder in writing of this Section A.5(b) of this Article Fourth, including (i) in the case of a such Change of Control Transaction structured or reclassification as a merger promptly as practicable (but in no event later than 10 Business Days prior to the effectiveness thereof), (b) if Warrant Shares representing 60% of the aggregate Warrant Shares as of the Change of Control Transaction (the “Acceleration Limit”) have not vested as of such Change of Control Transaction or consolidation, including in reclassification of Common Stock (the definitive agreement relating difference between the number of vested Warrant Shares immediately prior to such Change of Control Transaction provision for or reclassification of Common Stock and the payment in cash Acceleration Limit, the “Accelerated Shares”), then a number of a price per share to the holders of Series A Preferred Stock unvested Warrant Shares equal to the Series A Preference AmountAccelerated Shares shall immediately vest fully and become non-forfeitable and, or subject to clause (iic) in the case below, become immediately exercisable upon consummation of a such Change of Control Transaction structured or reclassification and (c) solely in any manner other than a merger or consolidation, redeeming the Series A Preferred Stock in connection with and as a condition to the Change of Control Transaction for a price per share in cash equal to the Series A Preference Amount. In the event of a Change of Control TransactionTransaction that is a Business Combination or a reclassification, the Warrantholder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted, effective upon the occurrence of such Business Combination or reclassification, into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) that the shares of Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant upon and following adjustment pursuant to this paragraph, if any portion the holders of Common Stock have the right to elect the kind or amount of consideration payable to the stockholders receivable upon consummation of the Corporation is payable only upon satisfaction of contingencies such Business Combination (the an “Additional ConsiderationElection Mechanic”), then the definitive agreement relating Warrantholder shall have the right to such Change make the same election upon exercise of Control Transaction this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall provide receive upon exercise of this Warrant. The Company, or the Person or Persons formed by the applicable Business Combination or reclassification, or that (xacquire(s) the portion applicable shares of Common Stock, as the case may be, shall make lawful provisions to establish such consideration that is not Additional Consideration (rights and to provide for such portionadjustments that, the “Initial Consideration”) for events from and after such Business Combination or reclassification, shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth as if the Initial Consideration were the only consideration payable in connection with such Change of Control Transaction and (y) any Additional Consideration which becomes payable nearly equivalent as possible to the stockholders of rights and adjustments provided for herein, and the Corporation upon satisfaction of Company shall not be a party to or permit any such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth after taking into account the previous payment of the Initial Consideration Business Combination or reclassification to occur unless such provisions are made as a part of the same transaction. For the purposes of this Article Fourth, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Change of Control Transaction shall be deemed to be Additional Consideration. The Corporation shall promptly provide to the holders of shares of Series A Preferred Stock such information concerning the terms of such Change of Control Transaction as may reasonably be requested by the holders of Series A Preferred Stockthereof.

Change of Control Transactions. Notwithstanding anything herein to the contrary, a Change of Control Transaction shall be treated as a Liquidation Event for all purposes of Section A.5 of this Article Fourth. In furtherance of the foregoing, the Corporation shall take such actions as are necessary to give effect to the provisions of this Section A.5(b(1) of this Article Fourth, including (i) in the case of a Change of Control Transaction structured as a merger or consolidation, including in the definitive agreement relating to such Change of Control Transaction provision for the payment in cash of a price per share to the holders of Series A Preferred Stock equal to the Series A Preference Amount, or (ii) in the case of a Change of Control Transaction structured in any manner other than a merger or consolidation, redeeming the Series A Preferred Stock in connection with and as a condition to the Change of Control Transaction for a price per share in cash equal to the Series A Preference Amount. In the event of the Company shall, at any time or from time to time after the Issue Date while the Tranche 2 Warrants remain outstanding and unexpired in whole or in part, consummate a Change of Control Transaction, if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the definitive agreement relating to such Change of Control Transaction shall provide that (x) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) each Tranche 2 Warrant shall be allocated among automatically redeemed, effective upon the holders date of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth as if the Initial Consideration were the only consideration payable in connection with such Change of Control Transaction and (y) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Article Fourth, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Change of Control Transaction shall be deemed to be Additional Consideration. The Corporation shall promptly provide to the holders of shares of Series A Preferred Stock such information concerning the terms consummation of such Change of Control Transaction as (after which such Tranche 2 Warrant shall be void and may reasonably no longer be requested exercised), and each Holder of a Tranche 2 Warrant so redeemed shall be entitled, following consummation of the Change of Control Transaction and compliance by such Holder with the Change of Control Transaction Notice Procedures, for each Tranche 2 Warrant held by such holder upon the redemption thereof, to receive: A. if the Change of Control Consideration shall consist in whole or in part of Cash Consideration, in respect of the Cash Consideration on the earlier of (x) the date on which holders of Common Stock receive such Cash Consideration or (y) within twenty-five (25) days of the consummation of such Change of Control Transaction, an amount of cash equal to the Tranche 2 Black-Scholes Value multiplied by the Cash Consideration Percentage; B. if the Change of Control Consideration shall consist in whole or in part of Other Consideration on the earlier of (x) the date on which holders of Series A Preferred Stock.shares of Common Stock receive Other Consideration or (y) within twenty-five (25) days of the consummation of such Change of Control Transaction, an amount of cash equal to the product of the Tranche 2 Black-Scholes Value multiplied by the Other Consideration Percentage; and/or C. if the Change of Control Consideration shall consist in whole or in part of Stock Consideration, upon consummation of such Change of Control Transaction, in respect of the Stock Consideration, (i) first, each Tranche 2 Warrant will be converted into a non-xxxxx warrant of the Company exercisable for a number of Warrant Shares and with an exercise price calculated as though the Tranche 2 Warrants had a per-share exercise price of $7.50 (subject to adjustment in the same manner as the Tranche 1 Exercise Price pursuant to Section 12(a) hereof, excluding, for avoidance of doubt, any adjustment pursuant to Section 12(a)(xiv)) (each, a “Converted Tranche 2 Warrant”), then (ii) such Converted Tranche 2 Warrant will be replaced with a New Tranche 2 Warrant exercisable for a number of shares of the Stock Consideration equal to (i) the Warrant Shares multiplied by (ii) the Stock Consideration Percentage, multiplied by (iii) the Exchange Ratio, with such New Tranche 2 Warrant having an exercise price equal to the exercise price of the Converted Tranche 2 Warrant divided by the Exchange Ratio (the “New Tranche 2 Exercise Price”), otherwise having terms substantially the same as the terms of the Tranche 1 Warrants, mutatis mutandis. In this Section 12(b)(xiv), any terms not otherwise defined shall have the definitions set forth in Section 12(a)(xiv) or Section 30(b), as applicable, and the following terms shall have the meanings set forth below:

Change of Control Transactions. Notwithstanding anything herein to the contrary, a Change of Control Transaction shall be treated as a Liquidation Event for all purposes of Section A.5 of this Article Fourth. In furtherance of the foregoing, the Corporation shall take such actions as are necessary to give effect to the provisions of this Section A.5(b(1) of this Article Fourth, including (i) in the case of a Change of Control Transaction structured as a merger or consolidation, including in the definitive agreement relating to such Change of Control Transaction provision for the payment in cash of a price per share to the holders of Series A Preferred Stock equal to the Series A Preference Amount, or (ii) in the case of a Change of Control Transaction structured in any manner other than a merger or consolidation, redeeming the Series A Preferred Stock in connection with and as a condition to the Change of Control Transaction for a price per share in cash equal to the Series A Preference Amount. In the event of the Company shall, at any time or from time to time after the Issue Date while the Tranche 1 Warrants remain outstanding and unexpired in whole or in part, consummate a Change of Control Transaction, if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the definitive agreement relating to such Change of Control Transaction shall provide that (x) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) each Tranche 1 Warrant shall be allocated among automatically redeemed, effective upon the holders date of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth as if the Initial Consideration were the only consideration payable in connection with such Change of Control Transaction and (y) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Article Fourth, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Change of Control Transaction shall be deemed to be Additional Consideration. The Corporation shall promptly provide to the holders of shares of Series A Preferred Stock such information concerning the terms consummation of such Change of Control Transaction as (after which such Tranche 1 Warrant shall be void and may reasonably no longer be requested exercised), and each Holder of a Tranche 1 Warrant so redeemed shall be entitled, following consummation of the Change of Control Transaction and compliance by such Holder with the Change of Control Transaction Notice Procedures, for each Tranche 1 Warrant held by such holder upon the redemption thereof, to receive: A. if the Change of Control Consideration shall consist in whole or in part of Cash Consideration, in respect of the Cash Consideration on the earlier of (x) the date on which holders of Common Stock receive such Cash Consideration or (y) within twenty-five (25) days of the consummation of such Change of Control Transaction, an amount of cash equal to the Tranche 1 Black-Scholes Value multiplied by the Cash Consideration Percentage; B. if the Change of Control Consideration shall consist in whole or in part of Other Consideration on the earlier of (x) the date on which holders of Series A Preferred Stock.shares of Common Stock receive Other Consideration or (y) within twenty-five (25) days of the consummation of such Change of Control Transaction, an amount of cash equal to the product of the Tranche 1 Black-Scholes Value multiplied by the Other Consideration Percentage; and/or C. if the Change of Control Consideration shall consist in whole or in part of Stock Consideration, upon consummation of such Change of Control Transaction, in respect of the Stock Consideration, a New Tranche 1 Warrant exercisable for a number of shares of the Stock Consideration equal to (i) the Warrant Shares, multiplied by (ii) the Stock Consideration Percentage, multiplied by (iii) the Exchange Ratio, with such New Tranche 1 Warrant having an exercise price equal to the Tranche 1 Exercise Price in effect immediately prior to the consummation of the Change of Control Transaction divided by the Exchange Ratio, and otherwise having terms substantially the same as the terms of the Tranche 1 Warrants, mutatis mutandis. In this Section 12(a)(xiv), and, to the extent applicable, Section 12(b)(xiv), the following terms shall have the meanings set forth below:

Change of Control Transactions. Notwithstanding anything herein to the contrary, a In case of any Change of Control Transaction shall be treated as or reclassification of Common Stock (other than a Liquidation Event for all purposes reclassification of Common Stock subject to adjustment pursuant to Section A.5 of this Article Fourth. In furtherance of 12(i)), notwithstanding anything to the foregoingcontrary contained herein, (a) the Corporation shall take such actions as are necessary to give effect to notify the provisions Warrantholder in writing of this Section A.5(b) of this Article Fourth, including (i) in the case of a Change of Control Transaction structured as a merger or consolidation, including in the definitive agreement relating to such Change of Control Transaction provision for the payment or reclassification as promptly as practicable, (b) subject to clause (c) below, solely in cash of a price per share to the holders of Series A Preferred Stock equal to the Series A Preference Amount, or (ii) in the case of a Change of Control Transaction structured in any manner other than a merger or consolidation, redeeming the Series A Preferred Stock in connection with and as a condition to the Change of Control Transaction for a price per share in cash equal to the Series A Preference Amount. In the event of a Change of Control Transaction, if any portion of the consideration payable to the stockholders of the Corporation Transaction that is payable only upon satisfaction of contingencies (the “Additional Consideration”)a Business Combination or a reclassification, the definitive agreement relating Warrantholder’s right to such Change receive Warrant Shares upon exercise of Control Transaction this Warrant shall provide that (x) be converted, effective upon the portion occurrence of such consideration that is not Additional Consideration (such portionBusiness Combination or reclassification, into the “Initial Consideration”) shall be allocated among right to exercise this Warrant to acquire the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth as if the Initial Consideration were the only consideration payable in connection with such Change of Control Transaction and (y) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Article Fourth, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Change of Control Transaction shall be deemed to be Additional Consideration. The Corporation shall promptly provide to the holders number of shares of Series A Preferred stock or other securities or property (including cash) that the Common Stock issuable (at the time of such information concerning the terms Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification, and (c) all Warrant Shares which are not then vested shall vest fully and become non-forfeitable and immediately exercisable upon consummation of such Change of Control Transaction as may reasonably be requested by or reclassification. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant upon and following adjustment pursuant to this paragraph, if the holders of Series A Preferred Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination (an “Election Mechanic”), then the Warrantholder shall have the right to make the same election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall receive upon exercise of this Warrant. The Corporation, or the Person or Persons formed by the applicable Business Combination or reclassification, or that acquire(s) the applicable shares of Common Stock, as the case may be, shall make lawful provisions to establish such rights and to provide for such adjustments that, for events from and after such Business Combination or LA_LAN01:342544.5 reclassification, shall be as nearly equivalent as possible to the rights and adjustments provided for herein, and the Corporation shall not be a party to or permit any such Business Combination or reclassification to occur unless such provisions are made as a part of the terms thereof.

Change of Control Transactions. Notwithstanding anything herein to the contrary, a In case of any Change of Control Transaction shall be treated as or reclassification of Common Stock (other than a Liquidation Event for all purposes reclassification of Common Stock subject to adjustment pursuant to Section A.5 of this Article Fourth. In furtherance of the foregoing12(i)), the Corporation shall take such actions as are necessary to give effect notwithstanding anything to the provisions contrary contained herein, (a) the Company shall notify the Warrantholder in writing of this Section A.5(b) of this Article Fourth, including (i) in the case of a such Change of Control Transaction structured or reclassification as a merger promptly as practicable (but in no event later than 10 Business Days prior to the effectiveness thereof), (b) if (A) Warrant Shares representing less than 60% of the aggregate Warrant Shares as of the Change of Control Transaction (the “Acceleration Limit”) have vested as of such Change of Control Transaction or consolidation, including in reclassification of Common Stock (the definitive agreement relating difference between the number of vested Warrant Shares immediately prior to such Change of Control Transaction provision for or reclassification of Common Stock and the payment in cash of a price per share Acceleration Limit, the “Accelerated Shares”); and (B) either (1) no fewer than fifteen (15) sites shall have been installed pursuant to the holders Power Purchase Agreement prior to the two year anniversary of Series A Preferred Stock the date of signing of this Warrant; or (2) the Change of Control occurs prior to such two year anniversary, then a number of unvested Warrant Shares equal to the Series A Preference AmountAccelerated Shares shall immediately vest fully and become non-forfeitable and, or subject to clause (iic) in the case below, become immediately exercisable upon consummation of a such Change of Control Transaction structured or reclassification and (c) solely in any manner other than a merger or consolidation, redeeming the Series A Preferred Stock in connection with and as a condition to the Change of Control Transaction for a price per share in cash equal to the Series A Preference Amount. In the event of a Change of Control TransactionTransaction that is a Business Combination or a reclassification, the Warrantholder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted, effective upon the occurrence of such Business Combination or reclassification, into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) that the shares of Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant upon and following adjustment pursuant to this paragraph, if any portion the holders of Common Stock have the right to elect the kind or amount of consideration payable to the stockholders receivable upon consummation of the Corporation is payable only upon satisfaction of contingencies such Business Combination (the an “Additional ConsiderationElection Mechanic”), then the definitive agreement relating Warrantholder shall have the right to such Change make the same election upon exercise of Control Transaction this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall provide receive upon exercise of this Warrant. The Company, or the Person or Persons formed by the applicable Business Combination or reclassification, or that (xacquire(s) the portion applicable shares of Common Stock, as the case may be, shall make lawful provisions to establish such consideration that is not Additional Consideration (rights and to provide for such portionadjustments that, the “Initial Consideration”) for events from and after such Business Combination or reclassification, shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth as if the Initial Consideration were the only consideration payable in connection with such Change of Control Transaction and (y) any Additional Consideration which becomes payable nearly equivalent as possible to the stockholders of rights and adjustments provided for herein, and the Corporation upon satisfaction of Company shall not be a party to or permit any such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth after taking into account the previous payment of the Initial Consideration Business Combination or reclassification to occur unless such provisions are made as a part of the same transaction. For the purposes of this Article Fourth, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Change of Control Transaction shall be deemed to be Additional Consideration. The Corporation shall promptly provide to the holders of shares of Series A Preferred Stock such information concerning the terms of such Change of Control Transaction as may reasonably be requested by the holders of Series A Preferred Stockthereof.