Common use of Default Purchase Right Clause in Contracts

Default Purchase Right. If and to the extent that any one Investor or multiple Investors do not fully and timely satisfy its or their obligations in respect of the Backstop Commitment as required under Section (2)(a)(i) (an “Investor Default”, and each such Investor, a “Defaulting Investor”), then each of the remaining Investors (the “Non-Defaulting Investors”) shall have the right (the “Default Purchase Right”), but not the obligation, to purchase at a price per share equal to the Purchase Price, up to a number of Shares equal to the product of (A) the quotient determined by dividing the Commitment Percentage of such Non- Defaulting Investor by the aggregate Commitment Percentage owned by all Non-Defaulting Investors electing to exercise their Default Purchase Right and (B) the number of Shares not purchased by all Defaulting Investors (“Default Shares”). As soon as practicable after an Investor Default, the Company will send a notice to each Non-Defaulting Investor, specifying the number of Shares subject to the Default Purchase Right. Each Non-Defaulting Investor will have 2 Business Days from receipt of such notice to elect to exercise the Default Purchase Right by notifying the Company in writing of its election and specifying the maximum number of Default Shares (up to the 100% of the Default Shares) that it is electing to purchase. If any Non-Defaulting Investor wishes to purchase less than all the Default Shares such Non-Defaulting Investor is entitled to purchase in accordance with the preceding sentence, the Default Shares shall be allocated among the Non-Defaulting Investors who wish to purchase such available Default Shares on a pro rata basis according to each Non-Defaulting Investor’s Commitment Percentage. If any Non-Defaulting Investors exercise the Default Right, the Commitment Percentage for the Defaulting Investor shall be reduced by the portion of the Backstop Commitment that such Defaulting Investor has failed to fully satisfy and the Commitment Percentage for the Non-Defaulting Investors participating in the Default Right shall be adjusted accordingly to reflect their respective portion of the Default Shares.

Default Purchase Right. (A) If and to the extent that any one Investor or multiple Investors do of the Backstop Purchasers does not fully and timely satisfy its or their obligations in respect of the Backstop its Purchase Commitment as required under Section (2)(a)(i2(a)(i) (an a “Investor Backstop Purchaser Default”, ” and each such InvestorBackstop Purchaser, a “Defaulting InvestorBackstop Purchaser”), then each of the remaining Investors Backstop Purchasers (the “Non-Defaulting InvestorsBackstop Purchasers”) shall have the right (the “Default Purchase Right”), ) but not the obligation, to purchase on the Effective Date all or a portion of the shares that were to be purchased by such Defaulting Backstop Purchaser (the “Default Shares”) at a price per share equal to the applicable Purchase Price, up to a number of Shares equal to . To the product of (A) extent that the quotient determined by dividing the Commitment Percentage of such Non- Defaulting Investor by the aggregate Commitment Percentage owned by all Non-Defaulting Investors electing Backstop Purchasers (in the aggregate) desire to exercise their Default Purchase Right and (B) purchase more than the total number of Shares not purchased by all Defaulting Investors (“Default Shares”), such Default Shares shall be allocated between the Non-Defaulting Backstop Purchasers pro rata, based on their respective Commitment Percentages. In the event of a Backstop Purchaser Default, the consummation of the Rights Offering and the Effective Date will be deferred for a period of time, not to exceed 30 days, in order to determine any reallocation of the Purchase Commitments and, if necessary, replace the commitment of the Defaulting Backstop Purchaser. As soon as practicable after an Investor a Backstop Purchaser Default and in any event within one Business Day following such Backstop Purchaser Default, the Company will send a notice (in accordance with the notice provisions set forth in Section 11) to each Non-Defaulting InvestorBackstop Purchaser, specifying the number of Shares subject to the Default Purchase RightShares. Each The Non-Defaulting Investor Backstop Purchasers will have 2 Business Days 15 days from receipt of such notice to elect to exercise the Default Purchase Right by notifying the Company in writing of its or their election and specifying the maximum number to purchase an aggregate of Default Shares (up to the 100% of the Default Shares) that it is electing Shares or find a third-party Reasonably Satisfactory to purchasethe Backstop Purchasers not then in default to replace the commitment of the Defaulting Backstop Purchaser. If any Non-Defaulting Investor wishes to purchase less than all at the Default Shares conclusion of such Non-Defaulting Investor is entitled to purchase in accordance with the preceding sentence15 day period, the Default Shares shall be allocated among the Non-Defaulting Investors who wish Backstop Purchasers have not elected to purchase exercise the Default Purchase Right in its entirety or not found a third-party to replace the commitment of the Defaulting Backstop Purchaser, the Company will have an additional 15 days to find a third-party Reasonably Satisfactory to the Backstop Purchasers to replace any remaining commitment of the Defaulting Backstop Purchaser (after taking into account any shares acquired pursuant to the Default Purchase Right or by a third-party identified by the Backstop Purchasers). If at the conclusion of such available Default Shares on 15 day period, the Company has been unable to find a pro rata basis according third-party Reasonably Satisfactory to the Backstop Purchasers to replace the remaining commitment of the Defaulting Backstop Purchaser, then the Company may terminate this Agreement and each Non-Defaulting Investor’s Commitment Percentage. If any Non-Defaulting Investors exercise the Default Right, the Commitment Percentage for the Defaulting Investor shall be reduced by the portion of the Backstop Commitment that such Defaulting Investor has failed to fully satisfy and the Commitment Percentage for the Non-Defaulting Investors participating in the Default Right shall be adjusted accordingly to reflect their Purchaser may terminate its respective portion of the Default Sharesobligations under this Agreement.

Default Purchase Right. (i) If and to the extent that any one Investor or multiple Investors do Backstop Party does not fully and timely satisfy its obligation to purchase its respective Unsubscribed Shares or their obligations in respect of the its respective EH Default Shares (a "Backstop Commitment as required under Section (2)(a)(i) (an “Investor Party Default”, " and each such InvestorBackstop Party, a “"Defaulting Investor”Backstop Party"), then each of the remaining Investors Backstop Parties (the “"Non-Defaulting Investors”Backstop Parties") shall have the right (the “"Default Purchase Right”"), but not the obligation, to purchase all or a portion of such Defaulting Backstop Party's Unsubscribed Shares and EH Default Shares (the "BP Default Shares") at a price per share Offered Share equal to the Purchase Price, up to a number of Shares equal to . To the product of (A) extent that the quotient determined by dividing the Commitment Percentage of such Non- Defaulting Investor by the aggregate Commitment Percentage owned by all Non-Defaulting Investors Backstop Parties (in the aggregate) desire to purchase more than the total number of BP Default Shares, such BP Default Shares shall be allocated among the Non-Defaulting Backstop Parties electing to exercise purchase BP Default Shares pro rata, based on their Default Purchase Right and respective Backstop Percentage (B) the number of Shares not purchased by all Defaulting Investors (“Default Shares”as set forth on Annex I). As soon as practicable after an Investor Within one (1) Business Day of a Backstop Party Default, the Company Syms will send a notice to each Non-Defaulting InvestorBackstop Party, specifying the number of Shares subject to BP Default Shares. No later than one (1) Business Day after the Default Purchase Right. Each receipt of such notice, each Non-Defaulting Investor will have 2 Business Days from receipt of such notice to elect to Backstop Party may exercise the Default Purchase Right by notifying the Company in writing Syms of its election to exercise the Default Purchase Right and specifying the maximum number of BP Default Shares (up to the 100% of the BP Default Shares) that it is electing to purchase. If any Non-Defaulting Investor wishes to purchase less than all In the Default Shares such Non-Defaulting Investor is entitled to purchase in accordance with the preceding sentenceevent of a Backstop Party Default, the Default Shares shall Effective Date will be allocated among deferred for a period of time, not to exceed five (5) Business Days unless a later date is otherwise agreed to by Syms, the Non-Defaulting Investors who wish Backstop Parties and Xx. Xxxx, in order to purchase such available Default Shares on a pro rata basis according to each Non-replace the commitment of the Defaulting Investor’s Commitment PercentageBackstop Party. If any Non-Defaulting Investors exercise the Default Right, the Commitment Percentage for the Defaulting Investor shall be reduced by the portion of the Backstop Commitment that such Defaulting Investor has failed to fully satisfy and the Commitment Percentage for the Non-Defaulting Investors participating Backstop Parties have not elected to exercise the Default Purchase Right to acquire all of the BP Default Shares, and Syms is otherwise unable to replace the commitment of the Defaulting Backstop Party, then Syms shall provide written notice of the same to Xx. Xxxx and the Trusts (an "Adjustment Notice"), which Adjustment Notice shall provide a statement setting forth the total amount of Offered Shares subscribed for in the Default Right shall be adjusted accordingly to reflect their respective portion Rights Offering (including the total amount of the BP Default Shares, if any, that the Non-Defaulting Backstop Parties have agreed to purchase), and the amount of BP Default Shares that remain, if any.

Default Purchase Right. (A) If and to the extent that any one Investor or multiple Investors do of the Backstop Purchasers does not fully and timely satisfy its or their obligations in respect of the Backstop its Purchase Commitment as required under Section (2)(a)(i2(a)(i) (an a “Investor Backstop Purchaser Default”, ” and each such InvestorBackstop Purchaser, a “Defaulting InvestorBackstop Purchaser”), then each of the remaining Investors Backstop Purchasers (the “Non-Non- Defaulting InvestorsBackstop Purchasers”) shall have the right (the “Default Purchase Right”), ) but not the obligation, to purchase on the Effective Date all or a portion of the shares that were to be purchased by such Defaulting Backstop Purchaser (the “Default Shares”) at a price per share equal to the applicable Purchase Price, up to a number of Shares equal to . To the product of (A) extent that the quotient determined by dividing the Commitment Percentage of such Non- Defaulting Investor by the aggregate Commitment Percentage owned by all Non-Defaulting Investors electing Backstop Purchasers (in the aggregate) desire to exercise their Default Purchase Right and (B) purchase more than the total number of Shares not purchased by all Defaulting Investors (“Default Shares”), such Default Shares shall be allocated between the Non-Defaulting Backstop Purchasers pro rata, based on their respective Commitment Percentages. In the event of a Backstop Purchaser Default, the consummation of the Rights Offering and the Effective Date will be deferred for a period of time, not to exceed 30 days, in order to determine any reallocation of the Purchase Commitments and, if necessary, replace the commitment of the Defaulting Backstop Purchaser. As soon as practicable after an Investor a Backstop Purchaser Default and in any event within one Business Day following such Backstop Purchaser Default, the Company will send a notice (in accordance with the notice provisions set forth in Section 11) to each Non-Defaulting InvestorBackstop Purchaser, specifying the number of Shares subject to the Default Purchase RightShares. Each The Non-Defaulting Investor Backstop Purchasers will have 2 Business Days 15 days from receipt of such notice to elect to exercise the Default Purchase Right by notifying the Company in writing of its or their election and specifying the maximum number to purchase an aggregate of Default Shares (up to the 100% of the Default Shares) that it is electing Shares or find a third-party Reasonably Satisfactory to purchasethe Backstop Purchasers not then in default to replace the commitment of the Defaulting Backstop Purchaser. If any Non-Defaulting Investor wishes to purchase less than all at the Default Shares conclusion of such Non-Defaulting Investor is entitled to purchase in accordance with the preceding sentence15 day period, the Default Shares shall be allocated among the Non-Defaulting Investors who wish Backstop Purchasers have not elected to purchase exercise the Default Purchase Right in its entirety or not found a third-party to replace the commitment of the Defaulting Backstop Purchaser, the Company will have an additional 15 days to find a third-party Reasonably Satisfactory to the Backstop Purchasers to replace any remaining commitment of the Defaulting Backstop Purchaser (after taking into account any shares acquired pursuant to the Default Purchase Right or by a third-party identified by the Backstop Purchasers). If at the conclusion of such available Default Shares on 15 day period, the Company has been unable to find a pro rata basis according third-party Reasonably Satisfactory to the Backstop Purchasers to replace the remaining commitment of the Defaulting Backstop Purchaser, then the Company may terminate this Agreement and each Non-Defaulting Investor’s Commitment Percentage. If any Non-Defaulting Investors exercise the Default Right, the Commitment Percentage for the Defaulting Investor shall be reduced by the portion of the Backstop Commitment that such Defaulting Investor has failed to fully satisfy and the Commitment Percentage for the Non-Defaulting Investors participating in the Default Right shall be adjusted accordingly to reflect their Purchaser may terminate its respective portion of the Default Sharesobligations under this Agreement.