Common use of Rollover Rights Clause in Contracts

Rollover Rights. Each Purchaser acknowledges solely on behalf of itself the rights of the holders of the Company’s Series G Preferred Stock to exchange the Liquidation Value (as defined in the Certificate of Designation of the Series G Preferred Stock) of the Series G Preferred Stock for Series H Preferred Stock or Series I Preferred Stock (the “Rollover Rights”) pursuant to Section 4 of the Certificate of Designation of the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware on December 1, 2011, as amended by the Certificate of Increase of Series G Preferred Stock filed with the Secretary of State of the State of Delaware on February 24, 2012 and the Series G Subscription Agreements. The Company represents and warrants to each of the Purchasers that each holder of Series G Units provided representations and warranties substantially identical to those set forth in Section 5 of the Series G Unit Subscription Agreement, dated December 1, 2011, by and among the Company, PCA LSG Holdings, LLC, Pegasus Partners IV, L.P., LSGC Holdings II LLC, Ensemble Lights, LLC, Belfer Investment Partners L.P., Lime Partners, LLC, Xxxx Xxxxxxxx and Xxxx Xxxxxx, to, and for the benefit of, the Company in connection with their purchase or acquisition of such Series G Units. As of the date hereof, holders of Series G Preferred Stock have exercised Rollover Rights to exchange (x) 4,346 shares of Series G Preferred Stock for shares of Series H Preferred Stock and (y) 49,995 shares of Series G Preferred Stock for shares of Series I Preferred Stock. As of the date hereof, holders of all outstanding shares of Series G Preferred Stock have exercised the Rollover Rights and no shares of Series G Preferred Stock will be outstanding immediately following the Closing. Promptly following the date hereof, the Company shall file a Certificate of Elimination to the Certificate of Incorporation eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation of the Series G Preferred Stock (the “Certificate of Elimination”). No Purchaser shall object to and each Purchaser shall take all commercially reasonable actions to permit the Company to effect the exchanges of Series G Preferred Stock pursuant to the Rollover Rights and effect the transactions contemplated by the Certificate of Elimination as provided in this Section 4(a).

Rollover Rights. Each From November ___, 2022, until the earlier of (i) November ___, 2024, or (ii) date on which the Purchaser acknowledges solely on behalf no longer holds any of itself the Shares acquired by it hereunder, if the Company completes any single public offering or private placement of its equity, equity linked or debt securities (but excluding any bank debt or other debt to another commercial lender) (each, a “Future Transaction”), the Purchaser may, in its sole discretion, alternatively and to the exclusion of any rights of the holders Purchaser under Sections 4.11 and 4.12 above, elect to apply all, or any portion, of the CompanyPurchaser’s Series G Preferred Stock to exchange the Liquidation Value (Subscription Amount as defined in the Certificate of Designation of the Series G Preferred Stock) of the Series G Preferred Stock purchase consideration for Series H Preferred Stock or Series I Preferred Stock such Future Transaction (the “Rollover Rights”) pursuant to Section 4 of the Certificate of Designation of the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware on December 1, 2011, as amended by the Certificate of Increase of Series G Preferred Stock filed with the Secretary of State of the State of Delaware on February 24, 2012 and the Series G Subscription Agreements). The Company represents and warrants shall give written notice to each Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Purchasers that each holder of Series G Units provided representations and warranties substantially identical to those set forth in Section 5 Future Transaction. In the event Purchaser exercises its Rollover Rights, then such elected portion of the Series G Unit Purchaser’s Subscription AgreementAmount shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, dated December 1such that the Purchaser will receive all securities (including, 2011without limitation, by and among any warrants) issuable under the Company, PCA LSG Holdings, LLC, Pegasus Partners IV, L.P., LSGC Holdings II LLC, Ensemble Lights, LLC, Belfer Investment Partners L.P., Lime Partners, LLC, Xxxx Xxxxxxxx and Xxxx Xxxxxx, toFuture Transaction, and for the benefit of, the Company in connection with their purchase or acquisition of such Series G Units. As of the date hereof, holders of Series G Preferred Stock have exercised Rollover Rights to exchange (x) 4,346 shares of Series G Preferred Stock for shares of Series H Preferred Stock immediately and (y) 49,995 shares of Series G Preferred Stock for shares of Series I Preferred Stock. As of the date hereof, holders of all outstanding shares of Series G Preferred Stock have exercised the Rollover Rights and no shares of Series G Preferred Stock will be outstanding immediately following the Closing. Promptly following the date hereof, automatically the Company shall file cancel, and the Purchaser shall automatically forfeit and surrender for no consideration, all right, title and interest in and to a Certificate number of Elimination to Shares purchased by the Certificate of Incorporation eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation Purchaser hereunder purchased by such elected portion of the Series G Preferred Stock (the “Certificate Purchaser’s Subscription Amount. Upon any cancellation of Elimination”). No Purchaser shall object Shares pursuant to and each Purchaser shall take all commercially reasonable actions to permit this Section, without any action on part of the Company or the Purchaser, all the Shares to effect the exchanges of Series G Preferred Stock pursuant be canceled, forfeited and surrendered hereunder shall cease to the Rollover Rights be outstanding, shall be cancelled and effect the transactions contemplated by the Certificate of Elimination as provided in this Section 4(a)retired and shall cease to exist.

Rollover Rights. Each Purchaser acknowledges solely on behalf of itself the rights lender (a “Bridge Lender”) under any of the holders of June 2005 Bridge Loan Agreement, the Company’s Series G Preferred Stock to exchange September 2005 Bridge Loan Agreement, the Liquidation Value November 2005 Bridge Loan Agreement and the January 2006 Bridge Loan Agreement (each such term as defined in the Certificate Subordination Agreement dated as of Designation of January 31, 2006 among the Series G Preferred StockCompany and certain lenders (the “January 2006 Subordination Agreement”)) of shall have the Series G Preferred Stock for Series H Preferred Stock or Series I Preferred Stock one-time right (the “Rollover RightsRight”) on the terms provided below, to purchase through the conversion of all or any portion of such Bridge Lender’s outstanding Bridge Loans (as defined below, including principal and accrued and unpaid interest) any Common Stock or securities convertible into Common Stock (collectively, “Common Stock Equivalents”), that the Company may from time to time propose to sell and issue after the date hereof in the first Subsequent Material Offering (as defined below) to occur after the date hereof. (a) If the Company proposes to issue and sell in one transaction or series of related transactions to unaffiliated, third party investors (other than (i) issuances of options or restricted stock units to employees, consultants or directors, (ii) interest on debt payable in common stock, (iii) pursuant to Section 4 the conversion of the Certificate of Designation of the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware warrants or other convertible securities outstanding on December 1, 2011, as amended by the Certificate of Increase of Series G Preferred Stock filed with the Secretary of State of the State of Delaware on February 24, 2012 and the Series G Subscription Agreements. The Company represents and warrants to each of the Purchasers that each holder of Series G Units provided representations and warranties substantially identical to those set forth in Section 5 of the Series G Unit Subscription Agreement, dated December 1, 2011, by and among the Company, PCA LSG Holdings, LLC, Pegasus Partners IV, L.P., LSGC Holdings II LLC, Ensemble Lights, LLC, Belfer Investment Partners L.P., Lime Partners, LLC, Xxxx Xxxxxxxx and Xxxx Xxxxxx, to, and for the benefit of, the Company in connection with their purchase or acquisition of such Series G Units. As of the date hereof, holders or (iv) sales or issuances of Series G Preferred common stock to licensors in connection with bona fide licensing deals), Common Stock have exercised Rollover Rights and/or Common Stock Equivalents for aggregate gross proceeds to exchange the Company of at least $10,000,000 (x) 4,346 shares inclusive of Series G Preferred Stock for shares any conversion of Series H Preferred Stock and (y) 49,995 shares of Series G Preferred Stock for shares of Series I Preferred Stock. As of the date hereof, holders of all outstanding shares of Series G Preferred Stock have exercised Bridge Loans pursuant to the Rollover Rights and no shares of Series G Preferred Stock will be outstanding immediately following the Closing. Promptly following the date hereofRight) (a “Subsequent Material Offering”), the Company shall file give each Bridge Lender written notice (a Certificate “Subsequent Material Offering Issue Notice”) describing the type and amount of Elimination Common Stock and Common Stock Equivalents proposed to be issued and the price and all the material terms upon which the Company proposes to issue such Common Stock and Common Stock Equivalents, specifying a proposed closing date and the principal amount of the Bridge Lender’s outstanding Bridge Loans (and including copies of draft documents to the Certificate of Incorporation eliminating from extent they exist). (b) Each Bridge Lender may exercise its Rollover Right with respect to such Subsequent Material Offering by written notice to the Certificate of Incorporation all matters set forth Company (which notice may specify which Bridge Loans it wishes to rollover, and in the Certificate absence of Designation such specification, the Company will choose the Bridge Loans for rollover in order of issuance) given within 7 days after the Bridge Lender shall have received the Subsequent Material Offering Issue Notice describing the Subsequent Material Offering. If the material terms of the Series G Preferred actual Subsequent Material Offering differ from those specified in the Subsequent Material Offering Issue Notice, each Bridge Lender shall be given the opportunity change the conversion election they had made under the prior terms (including to elect to convert if they previously did not do so). (c) The sale of any Common Stock (and Common Stock Equivalents to Bridge Lenders pursuant to this Section 5.12 shall be closed on the “Certificate of Elimination”). No Purchaser shall object to and each Purchaser shall take all commercially reasonable actions to permit the Company to effect the exchanges of Series G Preferred Stock same terms, pursuant to the same documents, at the same place as, and simultaneously with, the sale of any such Common Stock and/or Common Stock Equivalents to any other purchasers in the Subsequent Material Offering. At such closing the Bridge Lender shall surrender notes being converted and the Company shall issue replacement notes to the extent a note is converted in part. (d) Notwithstanding anything to the contrary contained herein, the Rollover Rights and effect the transactions contemplated by the Certificate of Elimination as Right provided in this Section 4(a)5.12 shall apply solely to the first Subsequent Material Offering occurring after the date hereof.