Common use of Put Right Clause in Contracts

Put Right. (i) From and after the earliest of five years from the date hereof and the date a redemption notice is delivered in respect of any capital stock of the Company, the date upon which a Change of Control Transaction occurs, upon receipt of a written notice from the Holder (a “Put Notice”), within 30 days of the receipt of such notice, the Company shall purchase or redeem from the Holder the portion of the Warrant related to the number of Shares set forth in the Put Notice, or if converted the number of Shares set forth in the Put Notice, in each case for a purchase price equal to the Fair Market Value of each Share; provided that the Company will not be obligated to redeem any Warrant in whole or in part to the extent such redemption would result in a default under any indebtedness of the Company, unless such default is waived or any acceleration of such indebtedness is rescinded and cancelled. (ii) In connection with the closing of a sale of Shares pursuant to this Section 10(a), the Holder shall deliver either this Warrant (which shall be reissued taking into effect the repurchase or redemption of the portion of the Warrant related to the number of Shares to be sold) or the certificate(s) representing the Shares to be purchased by the Company duly endorsed by the Holder in favor of the Company, in each case against payment by the Company to the Holder in immediately available funds the purchase price to be paid in exchange for such Shares and such Shares shall be transferred free and clear of any liens or other encumbrances, other than encumbrances created pursuant to this Agreement or the Company’s organizational documents.

Put Right. (i) From and after the earliest of five years from the date hereof and the date a redemption notice is delivered in respect of any capital stock of the Company, the date upon which a Change of Control Transaction occurs, upon receipt of a written notice from the Holder (a “Put Notice”), within 30 days of the receipt of such notice, the Company shall purchase or redeem from the Holder the portion of the Warrant related to the number of Shares set forth in the Put Notice, or if converted the number of Shares set forth in the Put Notice, in each case for a purchase price equal to the Fair Market Value of each Share; provided that the Company will not be obligated to redeem any Warrant in whole or in part to the extent such redemption would result in a default under any indebtedness of the Company, unless such default is waived or any acceleration of such indebtedness is rescinded and cancelled. (ii) In connection with the closing of a sale of Shares pursuant to this Section 10(a), the Holder shall deliver either this Warrant (which shall be reissued taking into effect the repurchase or redemption of the portion of the Warrant related to the number of Shares to be sold) or the certificate(s) representing the Shares to be purchased by the Company duly endorsed by the Holder in favor of the Company, in each case against payment by the Company to the Holder in immediately available funds the purchase price to be paid in exchange for such Shares and such Shares shall be transferred free and clear of any liens or other encumbrances, other than encumbrances created pursuant to this Agreement or the Company’s organizational documents. (iii) A “Change of Control Transaction” shall be deemed to have occurred if, prior to (but not in connection with) an Initial Public Offering by the Company, (1) Xxxx Capital Venture Fund, L.P., Xxxx Capital Venture Fund 2001, L.P., Xxxx Capital Venture Fund 2007, L.P., BCIP Associates LLC, BCIP Associates III, LLC, BCIP Associates III-B, LLC, BCIP Venture Associates, BCIP Venture Associates B, Xxxx Capital Venture Investors, LLC , Brookside Capital Partners Fund, L.P., Brookside Capital Investors, L.P, and Brookside Capital Management, LLC (collectively, “Bain”), and Battery Ventures, Battery Investment Partners VI, Battery Ventures VI, Battery Ventures VI, L.P. and Battery Investment Partners VI, LLC, (collectively, “Battery”) together with any of their respective Affiliates shall cease to beneficially own and control in the aggregate at least 42.5% on a fully diluted basis of the economic and voting interests in the capital stock of the Company, (2) Bain, Battery and any of their Affiliates shall cease to beneficially own and control in the aggregate at least 66 2/3% of the Series B Preferred Stock of the Company (or other series of Capital Stock senior to or pari passu with the Series B Preferred Stock with voting rights substantially similar to the voting rights of holders of the Series B Preferred Stock) or (3) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Bain, Battery and any of their Affiliates (a) shall have acquired beneficial ownership of 20% or more on a fully diluted basis of the voting and/or economic interest in the capital stock of the Company or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Company; provided, however, that, with respect to clause (3)(a), (y) an increase in the beneficial ownership by Petters Group Worldwide LLC and its Affiliates (collectively, the “Petters Group”) of the voting and/or economic interest in the capital stock of the Company to more than 20% on a fully diluted basis through the issuance of dividends shall not constitute a “Change of Control Transaction” hereunder and (z) the acquisition by any Person of 20% or more, on a fully diluted basis, of the voting and/or economic interests in the capital stock of the Company solely as a result of transfers of such capital stock by the Petters Group shall not constitute a “Change of Control Transaction” hereunder. (iv) Upon an Initial Public Offering, this Section 10(a) shall terminate, and the Company shall thereafter have no obligation hereunder to purchase or redeem all or any portion of the Warrant or Shares.

Put Right. Notwithstanding any other provision of this Agreement to the contrary, Purchaser may elect, by giving the Company written notice, to exercise the following put rights in respect to the Common Shares (the “Put Right”): (a) If the Merger Agreement has been terminated and the Company is required to pay a Termination Fee to Purchaser pursuant to Section 8.4(a) of the Merger Agreement, then, notwithstanding any effect (legal or otherwise) of the consummation of the Takeover Transaction on the Common Shares, Purchaser may elect to receive, with respect to all or a portion of the Common Shares held by Purchaser immediately prior to the consummation of the Takeover Transaction, a cash payment equal to the Per Share Purchase Price, in exchange for each Common Share held by Purchaser (the aggregate amount payable with respect to the Common Shares being referred to as the “Put Purchase Price”), and the Company (and its successor, if any), if the Takeover Transaction is in fact consummated, shall be obligated to pay the Put Purchase Price to Purchaser in exchange for delivery of such Common Shares in accordance with this Article 9. As used herein, (i) From and after “Takeover Transaction” shall mean (A) in the earliest of five years from case where the date hereof and the date a redemption notice is delivered in respect of any capital stock Termination Fee becomes payable pursuant to Section 8.4(a)(i) of the CompanyMerger Agreement, the date upon transaction referred to in Section 8.4(a)(i)(B) of the Merger Agreement and (B) in the case where the Termination Fee becomes payable pursuant to Section 8.4(a)(ii) of the Merger Agreement, a Takeover Proposal (as used in Section 8.4 of the Merger Agreement) with respect to which a Change of Control Transaction occurs, upon receipt of a written notice from the Holder (a “Put Notice”), within 30 days of the receipt of such notice, the Company shall purchase or redeem from the Holder the portion of the Warrant related to the number of Shares set forth in the Put Notice, or if converted the number of Shares set forth in the Put Notice, in each case for a purchase price equal to the Fair Market Value of each Share; provided that the Company will not be obligated to redeem any Warrant in whole or in part to the extent such redemption would result in a default under any indebtedness of the Company, unless such default definitive agreement is waived or any acceleration of such indebtedness is rescinded and cancelled. (ii) In connection with the closing of a sale of Shares pursuant to this Section 10(a), the Holder shall deliver either this Warrant (which shall be reissued taking entered into effect the repurchase or redemption of the portion of the Warrant related to the number of Shares to be sold) or the certificate(s) representing the Shares to be purchased by the Company duly endorsed by within nine (9) months following the Holder in favor of the Company, in each case against payment by the Company to the Holder in immediately available funds the purchase price to be paid in exchange for Merger Termination Date or which is consummated within such Shares period and such Shares shall be transferred free and clear of any liens or other encumbrances, other than encumbrances created pursuant to this Agreement or the Company’s organizational documents.(ii)

Put Right. 7.1.1 At any time during the period beginning on September 30, 2008 and ending on September 30, 2009, each of GSMP and Ares, as a group (i) From and after each such group, an “Investor Group”), shall have the earliest of five years from right (a “Put Right”), which right may be exercised only once (except as provided in Section 7.2.3), to require the date hereof and the date Company to repurchase all or a redemption notice is delivered in respect of any capital stock portion of the Company, the date upon which a Change Shares then owned by each member of Control Transaction occurs, upon receipt of such Investor Group by giving a written notice from the Holder (a “Put Notice”)) to the Company of such Investor Group’s election to exercise such Put Right and the number of Shares covered thereby. Upon receipt of a Put Notice from an Investor Group, the Company shall notify in writing the other Investor Group that such Put Notice has been delivered to the Company and, within 30 days of after the receipt of such noticenotice from the Company, such other Investor Group shall either deliver its Put Notice with respect to all or a portion of the Shares then owned by each member of such Investor Group or shall be deemed to irrevocably waive its Put Right. Upon delivery of a Put Notice by any Investor Group, the Company shall be obligated to purchase or redeem from the Holder Shares covered thereby (the portion “Put Shares”) for a cash purchase price (the “Put Price”) equal to the product of the Warrant related to (x) the number of Shares set forth in the Put Notice, Shares multiplied by (y) the Adjustment Factor (determined in accordance with Section 7.1.4) and multiplied by (z) the Per Share Equity Put Value. The closing of the purchase of the Put Shares shall occur on the 60th day (or if converted such day is not a business day, on the number next succeeding business day) following either the delivery of Shares set forth in the Put Notice, in each case for a purchase price equal Notice delivered by the second Investor Group or the date upon which such Investor Group is deemed to the Fair Market Value of each Share; provided that the Company will not be obligated to redeem any Warrant in whole or in part to the extent such redemption would result in a default under any indebtedness of the Company, unless such default is have irrevocably waived or any acceleration of such indebtedness is rescinded and cancelledits Put Right. (ii) In connection with 7.1.2 On the date of closing of a sale of Shares pursuant to this Section 10(a)Put Right, the Holder selling Investors shall deliver either this Warrant (which shall be reissued taking into effect the repurchase or redemption of the portion of the Warrant related to the number of Shares to be sold) or the certificate(s) representing Company the Shares to be purchased by the Company duly endorsed by the Holder in favor of the Companyon such date, in each case against payment by the Company to the Holder in immediately available funds the purchase price to be paid in exchange for such Shares and such Shares shall be transferred free and clear of any and all liens and encumbrances whatsoever (other than any liens or other encumbrances, other than encumbrances created pursuant to this Agreement or by the Company’s organizational documents), against the delivery by the Company to each selling Investor or its order of immediately available funds in the amount of the Put Price therefor by wire transfer of immediately available funds for such account, as directed in writing by such Investor. Upon the exercise and closing of the Put Right as provided in this Section 7.1, the Shares so purchased by the Company shall be retired and shall cease to be outstanding. 7.1.3 For purposes of this Section 7.1, “Per Share Equity Put Value” shall mean a fraction, (i) the numerator of which equals (x) 6.5 times Consolidated Cash Flow (as such term is defined in the Exchange Agreements) of the Company and its subsidiaries for the four completed calendar quarters most recently ended prior to the delivery of the Put Notice less (y) Funded Indebtedness outstanding on the date of the delivery of the Put Notice first delivered to the Company, and (ii) the denominator of which equals to the number of shares of Common Stock on a fully-diluted basis (assuming the issuance of Common Stock upon exercise or conversion of all then outstanding Rights) as of the date of the delivery of the Put Notice first delivered to the Company. “Funded Indebtedness” shall mean, as at any date of determination, all Indebtedness (as such term is defined in the Exchange Agreements) of the Company and its subsidiaries as at such date which by its terms or by the terms of the instrument or agreement related thereto matures, or which is otherwise payable or unpaid, one year or more from, or is directly or indirectly renewable or extendible at the option of the obligor in respect thereof to a date one year or more (including, without limitation, an option of such obligor under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more) from, the date of the creation thereof; provided that Funded Indebtedness shall, as at any date of determination, include all current maturities thereof.

Put Right. (i) From and The Subscriber shall have the right, but not the obligation, at any time after the earliest of five years from the date hereof and the date a redemption notice is delivered in respect of any capital stock of the Company, the date upon which a Change of Control Transaction occurs, upon receipt of a four months’ advanced written notice from (the Holder (a “Advanced Put Notice”), with such notice to be effective only on or after the five year anniversary of the Closing, to put all (and only all) of the Shares owned by the Subscriber to the Corporation at the Repurchase/Put Price, which shall be payable in either cash or TerrAscend Shares, as determined in the sole discretion of the Subscriber, subject to compliance with applicable law. The Subscriber shall exercise such put right by written notice (“Put Notice”) given to the Corporation and the Corporation shall either pay to the Subscriber: (i) an amount in cash equal to the aggregate amount of the Repurchase/Put Price payable to the Subscriber by wire transfer of immediately available funds; or (ii) the Corporation shall cause TerrAscend to issue the number of TerrAscend Shares having an aggregate value equal to aggregate Repurchase/Put Price payable to the Subscriber to be determined by dividing such aggregate Repurchase/Put Price by the Fair Market Value of a TerrAscend Share measured as of the second Trading Day immediately preceding the date of issuance. The closing of any such purchase and sale transaction shall occur within 30 days of the receipt of such notice, the Company shall purchase or redeem from the Holder the portion of the Warrant related to the number of Shares set forth in Subscriber delivering the Put Notice. The Corporation agrees that it shall, or if converted the number of Shares set forth in the Put Noticeand shall cause TerrAscend to, in each case for a purchase price equal to the Fair Market Value of each Share; provided execute and deliver all documents and agreements, and take all other actions, that the Company will not be obligated Subscriber may reasonably request in order to redeem consummate any Warrant in whole or in part to the extent such redemption would result in a default under any indebtedness of the Company, unless such default is waived or any acceleration of such indebtedness is rescinded and cancelledsale as contemplated herein. (ii) In connection with the closing of a sale of Shares pursuant to this Section 10(a), the Holder shall deliver either this Warrant (which shall be reissued taking into effect the repurchase or redemption of the portion of the Warrant related to the number of Shares to be sold) or the certificate(s) representing the Shares to be purchased by the Company duly endorsed by the Holder in favor of the Company, in each case against payment by the Company to the Holder in immediately available funds the purchase price to be paid in exchange for such Shares and such Shares shall be transferred free and clear of any liens or other encumbrances, other than encumbrances created pursuant to this Agreement or the Company’s organizational documents.

Put Right. (ia) From and after The Investor shall have the earliest of five years right, exercisable in accordance with this Section 8.19, to require the Company to purchase from the date hereof and Investor and/or its Affiliates up to an aggregate of 5,994,667 shares of Common Stock (the date “Put Right”) for a redemption notice is delivered purchase price per share equal to $14.56 in cash, subject to adjustment in the event of any stock split or stock dividend (such amount per share, the “Per Share Put Price”), (corresponding to an aggregate purchase price of $87,272,394 in the event the Investor shall exercise the Put Right in respect of any capital stock 5,994,667 shares of Common Stock). (b) The Put Right shall be exercisable by the Company, the date upon which a Change of Control Transaction occurs, upon receipt of a Investor by written notice from delivered to the Holder Company (a “Put Notice”) not later than the close of business on the fifth (5th) business day following the date of termination of this Agreement. The Put Notice (if any) shall set forth the number of shares of Common Stock which the Investor requires the Company to purchase (the “Put Shares”) and the closing date for the purchase and sale of the Put Shares (the “Put Closing Date”), within 30 which date shall be a business day not earlier than two (2) business days following the date of delivery of the receipt Put Notice. (c) The closing of the purchase and sale of the Put Shares (the “Put Closing”) shall take place at 10:00 a.m., Eastern Time, on the Put Closing Date or such noticeother day consented to in writing by the Investor. At the Put Closing, (i) the Investor shall transfer, or shall cause to be transferred, to the Company, against payment therefor, the Put Shares and (ii) the Company shall purchase or redeem from shall, by wire transfer of immediately funds, deliver to the Holder the portion of the Warrant related Investor cash in an amount equal to the number of Put Shares set forth in multiplied by the Per Share Put Price (such product, the “Aggregate Put Price”), which obligation the Company may satisfy by release of funds from the Put Notice, or if converted the number of Shares set forth in the Put Notice, in each case for a purchase price equal Escrow Account pursuant to the Fair Market Value of each Share; provided that the Company will not be obligated to redeem any Warrant in whole or in part Section 8.20(b)(i) to the extent such redemption would result in a default under any indebtedness of the Company, unless such default is waived or any acceleration of such indebtedness is rescinded and cancelled. (ii) In connection with the closing of a sale of Shares pursuant to this Section 10(a), the Holder shall deliver either this Warrant (which shall be reissued taking into effect the repurchase or redemption of the portion of the Warrant related funds actually released to the number of Shares to be sold) or the certificate(s) representing the Shares to be purchased by the Company duly endorsed by the Holder in favor of the Company, in each case against payment by the Company to the Holder in immediately available funds the purchase price to be paid in exchange for such Shares and such Shares shall be transferred free and clear of any liens or other encumbrances, other than encumbrances created pursuant to this Agreement or the Company’s organizational documentsInvestor.