Common use of Grant of Put Rights Clause in Contracts

Grant of Put Rights. On the terms and subject to the conditions set forth in this Agreement: (a) Following the date on which the Seller has received a copy of the audited consolidated financial statements of the Company for the 2023 Fiscal Year pursuant to the terms of the Shareholder Agreement (such date, the “First Put Commencement Date”), the Seller shall have the right (the “First Put Right”), but not the obligation, to cause Zegna to purchase up to 388.4320 shares of Common Stock at the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 by delivering a written, unconditional and irrevocable notice (a “Put Notice”) to Zegna of exercise of the First Put Right, which notice shall be given within thirty (30) Business Days of the First Put Commencement Date. (b) Following the date on which the Seller has received a copy of the audited financial statements of the Company for the 2028 Fiscal Year pursuant to the terms of the Shareholder Agreement (such date, the “Second Put Commencement Date”), the Seller shall have the right (the “Second Put Right”), but not the obligation, to cause Zegna to purchase up to 272.7289 shares of Common Stock (together with any additional Put Shares to be included in such Put Closing pursuant to Section 2.3(a)) at the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 by delivering a Put Notice to Zegna of exercise of the Second Put Right, which notice shall be given within thirty (30) Business Days of the Second Put Commencement Date. (c) At any time from and after September 30, 2030 (such date, the “Third Put Commencement Date”, and together with the First Put Commencement Date and the Second Put Commencement Date, each a “Put Commencement Date”), the Seller shall have the right (the “Third Put Right”, and together with the First Put Right and the Second Put Right and any exercise of a put pursuant to Section 7, each a “Put Right”), but not the obligation, to cause Zegna to purchase up to 165.2902 shares of Common Stock (together with any additional Put Shares to be included in such Put Closing pursuant to Section 2.3(a)) at the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 by delivering a Put Notice to Zegna of exercise of the Third Put Right, which notice shall be given no later than October 30, 2030.

Grant of Put Rights. On 1.1 During the terms period from and subject after the earlier of (i) the twelve (12) month anniversary of the Closing Date, (ii) the payment in full of the Notes, (iii) the occurrence of any Event of Default of the type described in Section 10.1(c) or (d) of the Financing Agreement, (iv) the failure of the Common Stock to be listed on the conditions Principal Market, (v) any default by the Company of the covenants set forth in this (I) the first sentence of Section 8.17 (Form D and Blue Sky) of the Financing Agreement or (II) Section 8.26 (Disclosure of Transactions and Other Material Information) of the Financing Agreement: , and (avi) Following the failure of the Company to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act to the extent required to permit the Put Holders to sell or transfer their shares of Common Stock pursuant to the applicable provisions of Rule 144 (or successor thereto) promulgated under the 1933 Act (provided, that the Put Rights (as defined below) shall no longer be exercisable following the date on which the Seller has received a copy Put Holders shall have sold all of the audited consolidated financial statements Registrable Securities (other than a sale to any affiliate of any Put Holder)), each of the Company for Put Holders shall have the 2023 Fiscal Year pursuant to the terms of the Shareholder Agreement full, unfettered and unrestricted right (such datecollectively, the “First Put Commencement Date”), the Seller shall have the right (the “First Put RightRights”), but not the obligation, to cause Zegna to purchase up to 388.4320 shares by delivery of Common Stock at the applicable Purchase Price in accordance with and subject a written notice to the terms and conditions of this Section 2 by delivering a written, unconditional and irrevocable notice Company (a the “Put Notice”) at any time during such period, to Zegna cause the Company to purchase, and the Company shall purchase, up to that number of exercise shares of Common Stock held by such Put Holder as set forth in the Put Notice (the “Put Securities”), at a price equal to $1.50 per share (the “Per Share Put Price”); provided, however, that in no event shall the number of Put Securities for such Put Holder be greater than that number of shares of Common Stock set forth opposite the name of such Put Holder under the heading “Maximum Number of Put/Call Securities” on Schedule A attached hereto (as adjusted pursuant to Section 1.3). Notwithstanding anything to the contrary herein, the Put Rights shall terminate and be of no force or effect if (x) (A) the Company’s outside legal counsel provides a written opinion to the Put Holders, in a form customary for transactions of this type, that the Company has not provided the Put Holders with any information that would currently constitute material non-public information regarding the Company or any of its Subsidiaries and that there is no other legal reason why the Put Holders could or should not sell their respective shares of Common Stock on the Primary Market, and (B) the Company represents and warrants to the Put Holders that the Company has not provided the Put Holders with any information that would currently constitute material non-public information regarding the Company or any of its Subsidiaries and that there is no other legal reason why the Put Holders could or should not sell their respective shares of Common Stock on the Primary Market, and agrees in writing to indemnify and hold harmless the Put Holders from and against any and all Indemnified Liabilities incurred by any of them as a result of, or arising out of or relating to such representation and warranty being false, misleading or inaccurate, or (y) (A) following the twelve (12) month anniversary of the First Put RightClosing Date, which notice shall be given within the average daily trading price for a share of Common Stock on the Primary Market for twenty (20) trading days (“Selected Trading Days”) during any thirty (30) Business Days trading day period is greater than $1.50, and (B) the average daily trading volume of the First Put Commencement Date. (b) Following the date on which the Seller has received a copy of the audited financial statements of the Company for the 2028 Fiscal Year pursuant to the terms of the Shareholder Agreement (such date, the “Second Put Commencement Date”), the Seller shall have the right (the “Second Put Right”), but not the obligation, to cause Zegna to purchase up to 272.7289 shares of Common Stock (together with any additional on the Primary Market during such Selected Trading Days is equal to or greater than 250,000 shares. 1.2 The number of Put Shares Securities to be included purchased by the Company as set forth in such the applicable Put Closing Notice multiplied by the Per Share Put Price (as adjusted pursuant to Section 2.3(a)1.3) at is hereinafter referred to as the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 “Aggregate Put Price”. The Put Rights granted hereby may be exercised by delivering a Put Notice to Zegna of exercise one or more of the Second Put RightHolders (in each such Put Holder’s sole discretion), which notice shall be given within thirty (30) Business Days and as to all or any portion of the Second Put Commencement Date. (c) At any time from and after September 30, 2030 (such date, the “Third Put Commencement Date”, and together with the First Put Commencement Date and the Second Put Commencement Date, each a “Put Commencement Date”), the Seller shall have the right (the “Third Put Right”, and together with the First Put Right and the Second Put Right and any exercise of a put pursuant to Section 7, each a “Put Right”), but not the obligation, to cause Zegna to purchase up to 165.2902 shares of Common Stock (together with any additional Put Shares subject to be included in such Put Closing pursuant to Section 2.3(a)) at Rights. The Put Rights may be exercised more than once. 1.3 In the applicable Purchase event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, mergers or other similar events, the Per Share Put Price in accordance with and the number of shares subject to the terms and conditions of this Section 2 by delivering a Put Notice Rights granted hereunder shall be correspondingly adjusted to Zegna of give each Put Holder, upon exercise of the Third Put RightRights granted hereunder, which notice shall be given no later than October 30, 2030the same aggregate payment as such Put Holder would have been entitled to receive had such Put Rights been exercised immediately prior to such event.

Grant of Put Rights. On (A) In consideration of, among other things, the terms Lender’s and subject to the conditions set forth Agent’s execution and delivery of this Agreement and the Additional Borrowing, in this Agreement: (a) Following the date on which event the Seller has received a copy Companies have not satisfied in full all of their respective obligations under the audited consolidated financial statements of the Company for the 2023 Fiscal Year Transaction Documents pursuant to the terms and conditions thereof (including, without limitation, the indefeasible payment in full in cash of all principal, interest, fees and any other amounts due under the Amended SPA, the Revolving Note and the Term Note) on or before the Maturity Date of the Shareholder Agreement Revolving Note, the Lender shall have the full, unfettered and unrestricted right (such datecollectively, the “First Put Commencement Date”), the Seller shall have the right (the “First Put RightRights”), but not the obligation, to cause Zegna to purchase up to 388.4320 shares by delivery of Common Stock at the applicable Purchase Price in accordance with and subject a written notice to the terms and conditions of this Section 2 by delivering a written, unconditional and irrevocable notice Parent (a the “Put Notice”) to Zegna of exercise of the First Put Right, which notice shall be given within thirty (30) Business Days of the First Put Commencement Date. (b) Following the date on which the Seller has received a copy of the audited financial statements of the Company for the 2028 Fiscal Year pursuant to the terms of the Shareholder Agreement (such date, the “Second Put Commencement Date”), the Seller shall have the right (the “Second Put Right”), but not the obligation, at any time to cause Zegna the Parent to purchase purchase, and the Parent shall purchase, up to 272.7289 that number of shares of Common Stock held by the Lender as set forth in the Put Notice (together with any additional the “Put Shares Securities”), at a price equal to $0.35 per share (the “Per Share Put Price”). (B) The number of Put Securities to be included purchased by the Parent as set forth in such the applicable Put Closing Notice multiplied by the Per Share Put Price (as adjusted pursuant to Section 2.3(a)4(g)(i)(C) at hereof) is hereinafter referred to as the applicable Purchase Price in accordance with and subject “Aggregate Put Price”. The Put Rights granted hereby may be exercised as to the terms and conditions of this Section 2 by delivering a Put Notice to Zegna of exercise all or any portion of the Second Put Right, which notice shall be given within thirty (30) Business Days of the Second Put Commencement Date. (c) At any time from and after September 30, 2030 (such date, the “Third Put Commencement Date”, and together with the First Put Commencement Date and the Second Put Commencement Date, each a “Put Commencement Date”), the Seller shall have the right (the “Third Put Right”, and together with the First Put Right and the Second Put Right and any exercise of a put pursuant to Section 7, each a “Put Right”), but not the obligation, to cause Zegna to purchase up to 165.2902 shares of Common Stock held by the Lender. The Put Rights may be exercised more than once. (together with any additional C) In the event of changes in the outstanding Common Stock of the Parent by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, mergers or other similar events, the Per Share Put Shares Price shall be correspondingly adjusted to be included in such Put Closing pursuant to Section 2.3(a)) at give the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 by delivering a Put Notice to Zegna of Lender, upon exercise of the Third Put RightRights granted hereunder, which notice shall be given no later than October 30, 2030the same aggregate payment as the Lender would have been entitled to receive had such Put Rights been exercised immediately prior to such event.

Grant of Put Rights. On the terms and subject to the conditions set forth in this Agreement: (a) Following the date on which the Seller has received a copy of the audited consolidated financial statements of the Company for the 2023 Fiscal Year pursuant to the terms of the Shareholder Agreement (such date, the “First Put Commencement Date”), the Seller shall have the right (the “First Put Right”), but not the obligation, to cause Zegna to purchase up to 388.4320 shares of Common Stock at the applicable Purchase Price in accordance with and subject Subject to the terms and conditions of this Section 2 by delivering Agreement, Xxxxxxxx and Xx Xxxxx, and each of their Permitted Grantor Transferees, irrevocably grants and issues to each Grantee a writtenPut Option to require the Grantors to purchase the Shares, unconditional in whole or in part, exercisable in such Grantee's sole discretion, during the Put Period, at the Put Price, in the following proportions: (a) one-third or 2,333,333 Shares for the First Put Period; (b) one-third or 2,333,333 Shares for the Second Put Period, and irrevocable notice (c) one-third or 2,333,333 Shares for the Third Put Period (and with the First Put Period and Second Put Period, sometimes referred to individually, as a “"Put Notice”) Period" and collectively, as the "Put Periods"). By way of clarification and not limitation, the Grantees may exercise the Put Option as of the last Business Day of any given quarter within a Put Period for as many Shares as it may determine subject to Zegna of the above maximums (for example, the Grantees may, but are not required to, exercise the Put Option for the entire 2,333,333 Shares for the First Put Period, in the first quarter). If at the last day of the First Put RightPeriod, which notice Second Put Period or Third Put Period, as the case may be, Grantees have not exercised the Put Option with respect to any of the Shares allocable to such Put Period, the Grantees' right to exercise the Put Option and to require the Grantors to purchase such Shares shall expire, subject to the Grantees' right, in the event of a Standoff, to carry-over any Shares to the remaining quarters of the Put Term, as described in Section 2.02 below. The Grantors obligations to acquire Shares shall be given within thirty up to the following maximum amounts: (30a) Business Days Xxxxxxxx and his Permitted Grantor Transferees shall be obligated to purchase and acquire up to an aggregate of 5,600,000 Shares, except that Xxxxxxxx and his Permitted Grantor Transferees shall not be required to purchase such shares at any Put Closing (as hereafter defined) if the First Put Commencement Date. aggregate purchase price for all Shares purchased by Xxxxxxxx and its Permitted Grantor Transferees would then exceed $4,000,000, and (b) Following Xx Xxxxx and its Permitted Grantor Transferees shall be obligated to acquire up to an aggregate of 1,400,000 Shares except that Xx Xxxxx and its Permitted Grantor Transferees shall not be required to purchase such shares at any Put Closing if the date on which the Seller has received a copy of the audited financial statements of the Company aggregate purchase price for the 2028 Fiscal Year pursuant to the terms of the Shareholder Agreement (such date, the “Second Put Commencement Date”), the Seller all Shares purchased by Xx Xxxxx and its Permitted Grantor Transferees would then exceed $1,000,000. The Grantors shall have the right (the “Second Put Right”), but no rights or interests in any Shares that are not the obligation, to cause Zegna to purchase up to 272.7289 shares of Common Stock (together with any additional Put Shares to be included in such Put Closing pursuant to Section 2.3(a)) at the applicable Purchase Price in accordance with purchased and subject to the terms and conditions of this Section 2 paid for by delivering a Put Notice to Zegna of exercise of the Second Put Right, which notice shall be given within thirty (30) Business Days of the Second Put Commencement Datethem. (c) At any time from and after September 30, 2030 (such date, the “Third Put Commencement Date”, and together with the First Put Commencement Date and the Second Put Commencement Date, each a “Put Commencement Date”), the Seller shall have the right (the “Third Put Right”, and together with the First Put Right and the Second Put Right and any exercise of a put pursuant to Section 7, each a “Put Right”), but not the obligation, to cause Zegna to purchase up to 165.2902 shares of Common Stock (together with any additional Put Shares to be included in such Put Closing pursuant to Section 2.3(a)) at the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 by delivering a Put Notice to Zegna of exercise of the Third Put Right, which notice shall be given no later than October 30, 2030.