Common use of LMP Stock Clause in Contracts

LMP Stock. LMP may elect to contribute up to fifty percent (50%) of the Goodwill Value in the form of LMP common stock (NASDAQ: LMPX, the “LMP Stock”), calculated at a deemed price per share (rounded down to the nearest whole share, the “Issue Price”) equal to the greater of (the “Market Price”): (i) the average price per share of LMP Stock as reported at the closing of the NASDAQ Composite stock market exchange for each of the five (5) trading days prior to the Effective Date; or (ii) the average price per share of LMP Stock as reported at the closing of the NASDAQ Composite stock market exchange for each of the five (5) trading days prior to the Closing Date. The LMP Stock is subject to the terms and conditions detailed on Schedule 1(e) hereto. If (1) LMP elects to issue LMP Stock pursuant hereto, (2) the Lockup Period (as defined in Schedule 1(e) below) ends and the eight (8) month anniversary of the Closing Date (the “Price Protection Period”) has not elapsed, (3) the LMP Stock owner (i.e., Principal or a Contributor) sells any LMP Stock (such sale date(s), the “Sale Date(s)”); (4) LMP does not purchase such LMP Stock within thirty (30) days after receipt of written notice of intent to sell such LMP Stock; and (5) the Market Price on any Sale Date is less than the Issue Price, then by the ninth (9th) month anniversary of the Closing Date LMP shall pay Principal cash in an amount equal to the result of the Issue Price minus the Market Price as of the Sale Date(s) of such LMP Stock, times the number of shares of LMP Stock sold below the Issue Price Principal or a Contributor during the Price Protection Period (the “Stock Adjustment Payment”). LMP’s obligation to pay the Stock Adjustment Payment is conditioned upon compliance with Schedule 1(e) of this Agreement. LMP’s obligations under this paragraph will survive the Closing.