Common use of Warrant Put Clause in Contracts

Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of (i) any Acquisition of the Company, (ii) any liquidation of the Company, (iii) any liquidation or deemed liquidation of the Company under its Constitutional Documents, or (iv) the expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant (the “Put Right”) for the cash sum of $70,400 (the “Exchange Put Price”); provided, however, if the Company does not draw Tranche 2 under the Loan Agreement, the Exchange Put Price shall be $52,800. The Exchange Put Price shall be adjusted on a relative percentage basis to the extent that Holder has converted any part of this Warrant and later exercises its Put Right. Except as to a put effected under Section 1.6, Holder shall exercise such Put Right by written notice as provided in this Warrant and, upon receipt by the Company of such notice, the Expiration Date of this Warrant shall be deemed extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days of Holder’s notice to the Company) pay the Exchange Put Price to Holder. Notwithstanding the foregoing, however, if the Warrant Stock (i) is publicly traded at a price that is greater than 300% of the Exchange Price for at least twenty (20) consecutive trading days, (ii) the Warrant Stock is freely tradable by Holder and (iii) there is sufficient trading volume to enable Holder to sell its Warrant Stock over a ten (10) consecutive trading day period without materially and adversely impacting the trading price of the Company’s Common Stock, then Holder’s right to “put” the Warrant Stock under this Section 1.8 shall terminate. Whether the conditions set forth in clauses (i) through (iii) have been satisfied shall be a matter of Holder’s reasonable good faith business judgment, the basis therefor shall notified to the Company and binding on the parties.

Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of (i) any Acquisition of the Company, (ii) any liquidation of the Company, (iii) any liquidation or deemed liquidation of the Company under its Constitutional Documents, or (iv) the expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant (the “Put Right”) for the cash sum of $70,400 9,600 (the “Exchange Put Price”); provided, however, if the Company does not draw Tranche 2 under the Loan Agreement, the Exchange Put Price shall be $52,8007,200. The Exchange Put Price shall be adjusted on a relative percentage basis to the extent that Holder has converted any part of this Warrant and later exercises its Put Right. Except as to a put effected under Section 1.6, Holder shall exercise such Put Right by written notice as provided in this Warrant and, upon receipt by the Company of such notice, the Expiration Date of this Warrant shall be deemed extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days of Holder’s notice to the Company) pay the Exchange Put Price to Holder. Notwithstanding the foregoing, however, if the Warrant Stock (i) is publicly traded at a price that is greater than 300% of the Exchange Price for at least twenty (20) consecutive trading days, (ii) the Warrant Stock is freely tradable by Holder and (iii) there is sufficient trading volume to enable Holder to sell its Warrant Stock over a ten (10) consecutive trading day period without materially and adversely impacting the trading price of the Company’s Common Stock, then Holder’s right to “put” the Warrant Stock under this Section 1.8 shall terminate. Whether the conditions set forth in clauses (i) through (iii) have been satisfied shall be a matter of Holder’s reasonable good faith business judgment, the basis therefor shall notified to the Company and binding on the parties.

Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of (i) any Acquisition of the Company, (ii) any liquidation of the Company, (iii) any liquidation or deemed liquidation of the Company under its Constitutional Documents, or (iv) the expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant (the “Put Right”) for the cash sum of $70,400 120,000 (the “Exchange Put Price”); provided, however, if the Company does not draw Tranche 2 under the Loan Agreement, the Exchange Put Price shall be $52,80090,000. The Exchange Put Price shall be adjusted on a relative percentage basis to the extent that Holder has converted any part of this Warrant and later exercises its Put Right. Except as to a put effected under Section 1.6, Holder shall exercise such Put Right by written notice as provided in this Warrant and, upon receipt by the Company of such notice, the Expiration Date of this Warrant shall be deemed extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days of Holder’s notice to the Company) pay the Exchange Put Price to Holder. Notwithstanding the foregoing, however, if the Warrant Stock (i) is publicly traded at a price that is greater than 300% of the Exchange Price for at least twenty (20) consecutive trading days, (ii) the Warrant Stock is freely tradable by Holder and (iii) there is sufficient trading volume to enable Holder to sell its Warrant Stock over a ten (10) consecutive trading day period without materially and adversely impacting the trading price of the Company’s Common Stock, then Holder’s right to “put” the Warrant Stock under this Section 1.8 shall terminate. Whether the conditions set forth in clauses (i) through (iii) have been satisfied shall be a matter of Holder’s reasonable good faith business judgment, the basis therefor shall notified to the Company and binding on the parties.

Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of (i) any Acquisition of the Company, (ii) any liquidation of the Company, (iii) any liquidation or deemed liquidation of the Company under its Constitutional DocumentsDocuments or under any documents governing the Series G Preferred Stock, or (iv) the expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant (the “"Put Right”") for the greater of (i) cash sum of $70,400 300,000, and (ii) 3.9% of the Equity Value of the Company (as defined below) at the time of the Put Right is triggered (which for the avoidance of doubt shall be determined on a pre-management carve-out (Series G Preferred Stock) basis) (the “"Exchange Put Price”"); provided, however, if . The above "3.9% of Equity Value" (the "Reference Percentage") assumes that the Company does not is able to draw Tranche 2 all Tranches under Facility A and Facility B of the Loan Agreement. Until such time as the Company is able to draw all Tranches, the Exchange Put Price Reference Percentage shall be $52,800(i) 2.1% on the Issue Date with the disbursement of Tranche 1 of Facility B, (ii) 2.4% on the date Tranche 2 of Facility B is disbursed, (iii) 3% on the date the Company may draw Tranche 3 of Facility B, and (iv) an additional 0.3% on each (of three) occasions when the Company meets the financial performance criteria to increase the Facility A Dollar Credit Limit (for an aggregate among clauses (i) through (iv) of 3.9%). The Exchange Put Price shall be paid as and when any payment is made on in respect of Series G Preferred Stock (which term shall include any security or instrument into which the Series G Preferred Stock may convert or for which it may be exchanged) and adjusted on a relative percentage basis to the extent that Holder has converted any part of this Warrant and later exercises its Put Right. Except as to a put effected under Section 1.6, Holder shall exercise such Put Right by written notice as provided in this Warrant and, upon receipt by the Company of such notice, the Expiration Date of this Warrant shall be deemed extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days of Holder’s Xxxxxx's notice to the Company) pay the Exchange Put Price to Holder. Notwithstanding the foregoing, however, if the Warrant Stock (i) is publicly traded at a price that is greater than 300% of the Exchange Price for at least twenty (20) consecutive trading days, (ii) the Warrant Stock is freely tradable by Holder and (iii) there is sufficient trading volume to enable Holder to sell its Warrant Stock over a ten (10) consecutive trading day period without materially and adversely impacting the trading price of the Company’s Common Stock, then Holder’s right to “put” the Warrant Stock under this Section 1.8 shall terminate. Whether the conditions set forth in clauses (i) through (iii) have been satisfied shall be a matter of Holder’s reasonable good faith business judgment, the basis therefor shall notified to the Company and binding on the parties.

Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of (i) any Acquisition of the CompanyAcquisition, (ii) any a liquidation of the Company, (iii) any liquidation public offering or deemed liquidation listing of the Company under its Constitutional DocumentsCompany’s securities, or (iv) upon the expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant (the “Put Right”) for the cash sum of $70,400 0.314465 per share of Warrant Stock remaining unexercised under this Warrant (the “Exchange Put Price” and such right, the “Put Right”); provided, however, that if the Company does not draw Tranche 2 number of Warrant Shares issuable under this Warrant at the Loan Agreementtime the Put Right is exercised exceeds [______], the Exchange Put Price shall be equal to a fraction, (i) the numerator of which shall be $52,800. The [______], and (ii) the denominator of which shall be equal to the aggregate number of Warrant Shares issuable under this Warrant at such time and, provided further, (A) if the Exchange Price and number of Warrant Shares is adjusted in accordance with Section 4, or (B) this Warrant is transferred in part in accordance with Section 2, the Exchange Put Price shall will be adjusted on a relative percentage basis in proportion to the extent that Holder has converted any part of this Warrant and later exercises its Put Rightsuch changes. Except as to a put effected under Section 1.6, Holder shall exercise such Put Right right by written notice as provided in this Warrant and, upon receipt by the Company of such notice, and the Expiration Date of this Warrant shall be deemed automatically extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days Business Days of Holder’s notice to the Company) pay the Exchange Put Price to Holder. Notwithstanding the foregoing, however, if the Warrant Stock (i) is publicly traded at a price that is greater than 300% of the Exchange Price for at least twenty (20) consecutive trading days, (ii) the Warrant Stock is freely tradable by Holder and (iii) there is sufficient trading volume to enable Holder to sell its Warrant Stock over a ten (10) consecutive trading day period without materially and adversely impacting the trading price of the Company’s Common Stock, then Holder’s right to “put” the Warrant Stock under this Section 1.8 shall terminate. Whether the conditions set forth in clauses (i) through (iii) have been satisfied shall be a matter of Holder’s reasonable good faith business judgment, the basis therefor shall notified to the Company and binding on the parties.