Warrant General. The Warrant shall be in form and substance reasonably satisfactory to the applicable Lender. Each party hereto hereby acknowledges and agrees that each Growth Capital Loan that is made in connection with the delivery of a Warrant is part of an investment unit within the meaning of Section 1273(c)(2) of the Internal Revenue Code, which includes any Warrant delivered on the date of such Growth Capital Loan. For federal income tax purposes, pursuant to Treasury Regulations § 1.1273-2(h), the Borrower, the Agent and the Lenders acknowledge that the “issue price” of each Growth Capital Loan is 100% of the stated principal amount of such Growth Capital Loan, minus the fair market value of any Warrant delivered on the date of such Growth Capital Loan (as such fair market value is determined under such Warrant). Each of the Borrower, the Agent and the Lenders agree (i) to use the foregoing issue price and valuation for U.S. federal income tax purposes with respect to the transactions contemplated hereby, and (ii) to prepare and file all tax returns in a manner consistent with such allocation (in each case, unless otherwise required by applicable Law) and shall not to take any position that is inconsistent with the provision of this Section 5.03(h) on any tax return or in any audit (unless otherwise required by a final determination by the Internal Revenue Service or a court of competent jurisdiction).
Warrant General. The Warrant shall be in substantially the form attached hereto as Exhibit “E”.
