Common use of Holder Put Right Clause in Contracts

Holder Put Right. At any time on or after the earlier of (i) the second anniversary of the Issuance Date and (ii) the occurrence or continuance of a Triggering Event, the Holder shall have the right (“Put Right”) exercisable by delivering a written notice to the Company (a “Put Notice”) to cause the Company to redeem, in cash, all or any part of the remaining Principal Amount and all accrued but unpaid interest thereon (the “Put Amount”), with such amount to be paid to the Holder by wire transfer of immediately available funds within three (3) Business Days after the date of the Put Notice. Notwithstanding the foregoing, solely in connection with the Holder’s exercise of its Put Right pursuant to clause (i) of the first sentence of this Section 4, if on the date of the Put Notice the Holder has not exercised the Series B Warrant for cash or by Surrender of Notes for an aggregate number of Common Shares having an aggregate exercise price of at least $175,000, and provided that the Exercise Conditions were satisfied at all times during the period commencing on the Issuance Date and ending on the date of the Put Notice, then the Holder may exercise its Put Right but only with respect to a portion of the outstanding Principal Amount that excludes an amount equal to the difference between (x) $175,000 and (y) the aggregate exercise price for the Common Shares received upon exercise of the Series B Warrant for cash or by Surrender of Notes during such period. For example, if the Holder delivers a Put Notice to the Company on March 1, 2015, for the entire outstanding Principal Amount of this Note, then, assuming that (A) the outstanding Principal Amount of this Note is $987,500, (B) the aggregate exercise price for the Common Shares received upon exercise by the Holder of the Series B Warrant by Surrender of Notes from the Issuance Date through the Date of the Put Notice is $62,500, (C) the Exercise Conditions were continuously satisfied during the period from the Issuance Date through and including March 1, 2015 and (D) the balance of the Holder’s pro rata interest in the Escrow Account (as defined in the Escrow Agreement) is $781,250, the Holder may only exercise its Put Right with respect to $875,000 ($875,000 = $987,500 – ($175,000 - $625,000)). For purposes of this example, the Holder will receive a disbursement of $781,250 in cash from the Escrow Account and the Company will pay to the Holder an amount in cash equal to $93,750.

Holder Put Right. At any time on or after the earlier of (i) the second anniversary of the Issuance Date and (ii) the occurrence or continuance of a Triggering Event, the Holder shall have the right (“Put Right”) exercisable by delivering a written notice to the Company (a “Put Notice”) to cause the Company to redeem, in cash, all or any part of the remaining Principal Amount and all accrued but unpaid interest thereon (the “Put Amount”), with such amount to be paid to the Holder by wire transfer of immediately available funds within three (3) Business Days after the date of the Put Notice. Notwithstanding the foregoing, solely in connection with the Holder’s exercise of its Put Right pursuant to clause (i) of the first sentence of this Section 4, if on the date of the Put Notice the Holder has not exercised the Series B Warrant for cash or by Surrender of Notes for an aggregate number of Common Shares having an aggregate exercise price of at least $175,000350,000, and provided that the Exercise Conditions were satisfied at all times during the period commencing on the Issuance Date and ending on the date of the Put Notice, then the Holder may exercise its Put Right but only with respect to a portion of the outstanding Principal Amount that excludes an amount equal to the difference between (x) $175,000 350,000 and (y) the aggregate exercise price for the Common Shares received upon exercise of the Series B Warrant for cash or by Surrender of Notes during such period. For example, if the Holder delivers a Put Notice to the Company on March 1, 2015, for the entire outstanding Principal Amount of this Note, then, assuming that (A) the outstanding Principal Amount of this Note is $987,5001,975,000, (B) the aggregate exercise price for the Common Shares received upon exercise by the Holder of the Series B Warrant by Surrender of Notes from the Issuance Date through the Date of the Put Notice is $62,500125,000, (C) the Exercise Conditions were continuously satisfied during the period from the Issuance Date through and including March 1, 2015 and (D) the balance of the Holder’s pro rata interest in the Escrow Account (as defined in the Escrow Agreement) is $781,2501,562,500, the Holder may only exercise its Put Right with respect to $875,000 1,750,000 ($875,000 1,750,000 = $987,500 1,975,000 – ($175,000 350,000 - $625,000125,000)). For purposes of this example, the Holder will receive a disbursement of $781,250 1,562,500 in cash from the Escrow Account and the Company will pay to the Holder an amount in cash equal to $93,750187,500.

Holder Put Right. At any time on or after the earlier of (i) the second anniversary of the Issuance Date and (ii) Upon the occurrence or continuance of a Triggering Liquidity Event, the Holder shall have the right (“the "Put Right”") exercisable concurrently therewith, and at any time during the 120-day period following such Liquidity Event, to cause the Company, subject to the terms and conditions hereof, to purchase from the Holder all, or any portion, of this Warrant and the Issued Warrant Shares, if any, at a purchase price per Issuable Warrant Share or Issued Warrant Share, as the case may be, equal to (i) if the Liquidation Amount is greater than $5.00, the greater of (A) $5.00 and (B) the Liquidation Amount less $9.93; and (ii) if the Liquidation Amount is equal to or less than $5.00, the Liquidation Amount. Such right shall be exercisable by delivering a the Holder upon the closing of the Liquidity Event or thereafter by delivery of written notice (the "PUT NOTICE") to the Company, specifying the date on which such repurchase shall occur. Upon the date designated for such repurchase pursuant to the Put Notice, the Holder shall deliver to the Company, as applicable, this Warrant and one or more certificates representing Issued Warrant Shares, if any, being repurchased duly endorsed for transfer to the Company against (i) payment therefor by (at the option of the Holder) (x) wire transfer to an account in a “Put Notice”bank located in the United States designated by the Holder for such purposes or (y) delivery of a certified or official bank check drawn on a member of the New York Federal Reserve Clearing House, and (ii) if the Holder has elected to cause have only a portion of this Warrant repurchased, delivery of a new warrant duly executed by the Company, on the same terms and conditions as this Warrant, except that such warrant shall be exercisable for the remaining number of Issuable Warrant Shares. If, for any reason, the Company is prohibited or otherwise unable to redeem, in cash, all or any part of the remaining Principal Amount and all accrued but unpaid interest thereon (the “Put Amount”), with such amount to be paid pay to the Holder by wire transfer of immediately available funds within three (3) Business Days after the date any portion of the Put Notice. Notwithstanding aggregate purchase price for any portion of this Warrant or the foregoing, solely Issued Warrant Shares in connection with the Holder’s exercise of its Put Right pursuant to clause (i) of the first sentence of this Section 4, if on the date of the Put Notice the Holder has not exercised the Series B Warrant for cash or by Surrender of Notes for an aggregate number of Common Shares having an aggregate exercise price of at least $175,000, and provided that the Exercise Conditions were satisfied at all times during the period commencing on the Issuance Date and ending on the date of the Put Notice, then the Holder may exercise its Put Right but only with respect to a portion of the outstanding Principal Amount that excludes an amount equal to the difference between (x) $175,000 and (y) the aggregate exercise price for the Common Shares received upon exercise of the Series B Warrant for cash or by Surrender of Notes during such period. For example, if the Holder delivers a Put Notice to the Company on March 1, 2015, for the entire outstanding Principal Amount of this Note, then, assuming that (A) the outstanding Principal Amount of this Note is $987,500, (B) the aggregate exercise price for the Common Shares received upon exercise by the Holder of its rights under Section 10(a), then, in addition to and not in limitation of any other rights or remedies that may be available to the Series B Warrant by Surrender Holder, such unpaid portion of Notes the purchase price shall bear interest, payable on demand in immediately available funds, for each day from the Issuance Date through date such portion of the Date aggregate purchase price was due to the date of actual payment, at a rate equal to the Interest Rate under the Notes, as amended from time to time, compounding quarterly until paid in full. The right to receive payment from the Company upon exercise of the Put Notice Right set forth in this Section 10 is $62,500subject to and subordinated by the terms of an Intercreditor and Subordination Agreement (the "Senior Subordination Agreement") dated as of August 7, 2002 by and among The CIT Group/Business Credit, Inc., Ableco Finance LLC (C) for itself and as agent), the Exercise Conditions were continuously satisfied during the period from the Issuance Date through and including March 1Company, 2015 and (D) the balance certain of the Holder’s pro rata interest in the Escrow Account (as defined in the Escrow Agreement) is $781,250Company's subsidiaries, the Holder may only exercise its Put Right with respect to $875,000 ($875,000 = $987,500 – ($175,000 - $625,000)). For purposes of this example, the Holder will receive a disbursement of $781,250 in cash from the Escrow Account and the Purchasers, and is also subject to the terms of a Subordinated Indebtedness Intercreditor Agreement, dated August 29, 2000, among the Company will pay and the Purchasers (the "SubDebt Intercreditor Agreement"), each of which is incorporated herein by reference. In the event the Company is unable to make a payment to the Holder an by reason of the subordination provided in such agreements, the Company shall issue to the Holder a note dated the date such payment was otherwise required to be made, in form and substance identical to the Notes, in the principal amount in cash equal of the payment required to $93,750be made on account of the Put Right, which Note shall thereafter be deemed a Note for all purposes under the Purchase Agreement, the Senior Subordination Agreement and the SubDebt Intercreditor Agreement.

Holder Put Right. At any time on or after the earlier of (i) the second anniversary of the Issuance Date and (ii) the occurrence or continuance of a Triggering Event, the Holder shall have the right (“Put Right”) exercisable by delivering a written notice to the Company (a “Put Notice”) to cause the Company to redeem, in cash, all or any part of the remaining Principal Amount and all accrued but unpaid interest thereon (the “Put Amount”), with such amount to be paid to the Holder by wire transfer of immediately available funds within three (3) Business Days after the date of the Put Notice. Notwithstanding the foregoing, solely in connection with the Holder’s exercise of its Put Right pursuant to clause (i) of the first sentence of this Section 4, if on the date of the Put Notice the Holder has not exercised the Series B Warrant for cash or by Surrender of Notes for an aggregate number of Common Shares having an aggregate exercise price of at least $175,000700,000, and provided that the Exercise Conditions were satisfied at all times during the period commencing on the Issuance Date and ending on the date of the Put Notice, then the Holder may exercise its Put Right but only with respect to a portion of the outstanding Principal Amount that excludes an amount equal to the difference between (x) $175,000 700,000 and (y) the aggregate exercise price for the Common Shares received upon exercise of the Series B Warrant for cash or by Surrender of Notes during such period. For example, if the Holder delivers a Put Notice to the Company on March 1, 2015, for the entire outstanding Principal Amount of this Note, then, assuming that (A) the outstanding Principal Amount of this Note is $987,5003,950,000, (B) the aggregate exercise price for the Common Shares received upon exercise by the Holder of the Series B Warrant by Surrender of Notes from the Issuance Date through the Date of the Put Notice is $62,500250,000, (C) the Exercise Conditions were continuously satisfied during the period from the Issuance Date through and including March 1, 2015 and (D) the balance of the Holder’s pro rata interest in the Escrow Account (as defined in the Escrow Agreement) is $781,2503,125,000, the Holder may only exercise its Put Right with respect to $875,000 3,500,000 ($875,000 3,500,000 = $987,500 3,950,000 – ($175,000 700,000 - $625,000250,000)). For purposes of this example, the Holder will receive a disbursement of $781,250 3,125,000 in cash from the Escrow Account and the Company will pay to the Holder an amount in cash equal to $93,750375,000.