Common use of Optional Repurchase Price Clause in Contracts

Optional Repurchase Price. The Optional Repurchase Price for any share of Convertible Preferred Stock to be repurchased upon an Optional Repurchase is: (i) in the case of an Optional Repurchase pursuant to Section 8(a)(i) or Section 8(b), an amount in cash equal to the product of (A) 1.0 (in the case of an Optional Repurchase pursuant to Section 8(a)(i)) or 1.5 (in the case of an Optional Repurchase pursuant to Section 8(b)) and (B) the sum of (x) the Liquidation Preference of such share, plus (y) accumulated and unpaid Dividends on such share from, and including, the last date on which Dividends have been paid thereon (or, if no Dividends have been paid, from, and including, the Issue Date) to, but excluding, such Optional Repurchase Date (to the extent such accumulated and unpaid Dividends are not included in such Liquidation Preference); provided, however, that if such Optional Repurchase Date is after a Dividend Record Date for a declared Dividend on the Convertible Preferred Stock that has been declared for payment in cash and on or before the next Dividend Payment Date, then (1) pursuant to Section 5(c), the Holder of such share at the Close of Business on such Dividend Record Date will be entitled, notwithstanding such Optional Repurchase, to receive, on or, at the Company’s election, before such Dividend Payment Date, such declared cash Dividend on such share; and (2) the Optional Repurchase Price will not include such declared cash Dividend on such share (and, for the avoidance of doubt, any portion of the full Dividend scheduled to be paid on such Dividend Payment Date that is not declared and paid in cash and is added to the Liquidation Preference of such share pursuant to Section 5(b)(i) will be included in the Optional Repurchase Price); provided, further, that no change or amendment to the multiplication factors in clause (A) above shall be requested by Holders or effected prior to October 31, 2024; or (ii) in the case of an Optional Repurchase pursuant to Section 8(a)(ii), an amount in cash equal to the number of Excess Conversion Shares multiplied by the Last Reported Sale Price of Common Stock on the applicable Conversion Date.

Optional Repurchase Price. The Optional Repurchase Price for any share of Convertible Preferred Stock Note to be repurchased upon on the Optional Repurchase Date pursuant to an Optional Repurchase is: (i) in the case of an Optional Repurchase pursuant to Section 8(a)(i) or Section 8(b), is an amount in cash equal to the product of (A) 1.0 (in the case of an Optional Repurchase pursuant to Section 8(a)(i)) or 1.5 (in the case of an Optional Repurchase pursuant to Section 8(b)) and (B) the sum of (x) the Liquidation Preference principal amount of such share, Note plus (y) accumulated accrued and unpaid Dividends Special Interest and Additional Interest, if any, on such share from, and including, the last date on which Dividends have been paid thereon (or, if no Dividends have been paid, from, and including, the Issue Date) Note to, but excluding, such the Optional Repurchase Date (to the extent such accumulated and unpaid Dividends are not included in such Liquidation Preference)Date; provided, however, that if such any payment of Special Interest or Additional Interest is due in respect of any Interest Payment Date and the Optional Repurchase Date is after a Dividend the related Interest Record Date for a declared Dividend on the Convertible Preferred Stock that has been declared for payment in cash and on or before the next Dividend such Interest Payment Date, then (1i) pursuant to Section 5(c), the Holder of such share Note at the Close of Business on such Dividend Interest Record Date will be entitled, notwithstanding such Optional Repurchase, to receive, on or, at the Company’s election, before such Dividend Interest Payment Date, such declared cash Dividend on payment of Special Interest or Additional Interest, as applicable (assuming, solely for these purposes, that such shareNote remained outstanding through such Interest Payment Date, if such Optional Repurchase Date is before such Interest Payment Date); and (2ii) the Optional Repurchase Price will not include such declared cash Dividend accrued and unpaid Special Interest or Additional Interest on such share (andNote to, for but excluding, such Optional Repurchase Date. For the avoidance of doubt, any portion if such Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Optional Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) such accrued and unpaid Special Interest or Additional Interest, as applicable to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the full Dividend scheduled to be paid Close of Business on such Dividend Payment Date that is not declared the immediately preceding Interest Record Date; and paid in cash and is added to the Liquidation Preference of such share pursuant to Section 5(b)(i(y) will be included in the Optional Repurchase Price); providedPrice will include Special Interest and Additional Interest, furtherif any, that no change or amendment on Notes to the multiplication factors in clause (A) above shall be requested by Holders or effected prior to October 31repurchased from, 2024; or (ii) in the case of an Optional Repurchase pursuant to Section 8(a)(ii)and including, an amount in cash equal to the number of Excess Conversion Shares multiplied by the Last Reported Sale Price of Common Stock on the applicable Conversion such Interest Payment Date.