Common use of Amendment Payment Clause in Contracts

Amendment Payment. In consideration of the amendments to the Transaction, Issuer agrees to pay to Dealer on each Payment Date (as defined below) an amount in USD (the “Daily Amendment Payment”) equal to the product of the Daily Number of Warrants for the related Unwind Date and the Amendment Payment Amount per Warrant (each as defined below); provided that the sum of the Daily Amendment Payments shall not exceed the Maximum Amendment Payment Amount (as defined below); provided further, that in lieu of payment in USD, Issuer may elect in its sole discretion to satisfy, with respect to any Unwind Date, the Daily Amendment Payment in Shares as provided in Annex B hereto. Daily Number of Warrants: For any Unwind Date, a number of Warrants as determined by Dealer, in its good-faith, commercially reasonable discretion, with respect to which Dealer has closed out its Hedge Positions on such Unwind Date; provided that the sum of the Daily Number of Warrants shall not exceed the Maximum Number of Warrants (as defined below). Maximum Number of Warrants: 975,142 Amendment Payment Amount per Warrant: As set forth in Annex A, to be the amount specified for the relevant Unwind Date Price. Maximum Amendment Payment Amount: USD 214,754,712.22 (in the aggregate); provided, however, that: (i) the Maximum Amendment Payment Amount with respect to Unwind Dates where the Unwind Date Price is greater than USD 350.00 shall be USD 64,754,712.22 (in the aggregate); (ii) the Maximum Amendment Payment Amount with respect to Unwind Dates where the Unwind Date Price is greater than USD 325.00 shall be USD 114,754,712.22 (in the aggregate); and (iii) the Maximum Amendment Payment Amount with respect to Unwind Dates where the Unwind Date Price is greater than USD 300.00 shall be USD 164,754,712.22 (in the aggregate).

Amendment Payment. In consideration of The Issuer agrees, if the amendments Closing under the New Purchase Agreement occurs, to make an additional cash payment (the "Amendment Payment") on the Old Notes currently held by the Holders party hereto on a pro rata basis to the Transaction, Issuer agrees Holders thereof at Maturity in an aggregate amount equal to pay (i) $3,700,000 (such amount to Dealer on each Payment Date (as defined below) an amount in USD (the “Daily Amendment Payment”) be reduced by a percentage equal to the product percentage of the Daily Number aggregate principal amount of Warrants for outstanding Old Notes held on the related Unwind date hereof by Holders who are not parties to this Amendment) if the Maturity date is the Stated Maturity Date and or (ii) if the Amendment Payment Amount per Warrant Maturity date is earlier than the Stated Maturity Date, the present value of $3,700,000 (each as defined below); provided that such amount to be reduced by a percentage equal to the sum percentage of the Daily Amendment Payments aggregate principal amount of outstanding Old Notes held on the date hereof by Holders who are not parties to this Amendment) on such Maturity date, discounted from the Stated Maturity Date using a rate of 16%, compounded quarterly. For purposes of the immediately preceding sentence, "Maturity" shall not exceed the Maximum Amendment Payment Amount (as defined below); provided further, that in lieu of payment in USD, Issuer may elect in its sole discretion to satisfy, include with respect to any Unwind DateOld Note any issuance by the Issuer or any of its Subsidiaries of equity securities in exchange for such Old Note. Each Old Note held by a Holder party hereto will, following the Daily Amendment Payment in Shares as provided in Annex B hereto. Daily Number of Warrants: For any Unwind DateClosing under the New Purchase Agreement, a number of Warrants as determined by Dealer, in its good-faith, commercially reasonable discretion, also represent the Issuer’s pro rata obligation with respect to which Dealer has closed out its Hedge Positions on such Unwind Date; provided that the sum Amendment Payment. Promptly following the Closing under the New Purchase Agreement, each Old Note held by a Holder party hereto will be replaced by a replacement Old Note so reflecting. The Amendment Payment will be subordinated Indebtedness of the Daily Number Issuer and the Guarantors, subject to all provisions of Warrants the Original Agreement to the same extent as the Old Notes, except as follows: (a) for the avoidance of doubt, the amount of any Amendment Payment shall not exceed be considered outstanding principal under the Maximum Number Original Agreement prior to Maturity except for purposes of Warrants Sections 2.1.2, 2.2(b), 2.2(c) and 2.5 thereof (each as defined described below). Maximum Number ; (b) for the avoidance of Warrants: 975,142 doubt, the Amendment Payment Amount per Warrant: As will not accrue interest pursuant to the Original Agreement, except during the occurrence of an event described in Section 2.1.2 thereof, at which time the Amendment Payment will accrue interest at the Post-Default Rate then applicable to the Old Notes, as set forth in Annex A, Section 2.1 of the Original Agreement; and (c) any principal payments pursuant to be Section 2.2(b) or (c) or Section 2.5 of the amount specified for the relevant Unwind Date Price. Maximum Amendment Payment Amount: USD 214,754,712.22 (in the aggregate); provided, however, that: (i) the Maximum Amendment Payment Amount with respect to Unwind Dates where the Unwind Date Price is greater than USD 350.00 Original Agreement shall be USD 64,754,712.22 (in applied first to the aggregate); (ii) payment of the Maximum principal of the Old Notes and then to the payment of the Amendment Payment Amount with respect to Unwind Dates where the Unwind Date Price is greater than USD 325.00 shall be USD 114,754,712.22 (in the aggregate); and (iii) the Maximum Amendment Payment Amount with respect to Unwind Dates where the Unwind Date Price is greater than USD 300.00 shall be USD 164,754,712.22 (in the aggregate)Payment.