Common use of PPP Loans Clause in Contracts

PPP Loans. In the event any amount of the PPP Loans are determined to be forgiven by the SBA pursuant to the Paycheck Protection Program pursuant to Section 1102 of the CARES Act, pursuant to the terms and conditions of this Agreement and the PPP Escrow Agreements (such forgiven amounts, the “Forgiven PPP Loan Amounts”), then Subversive shall (i) deliver to each LCV Shareholder (excluding holders of Dissenting Shares), each holder of the LCV 2019 Notes and each holder of the LCV 2020 Warrants, as applicable, who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of LCV and Subversive, a Qualified Investor, and each Employed Option Holder, such LCV Shareholder’s, such holder’s of the LCV 2019 Notes, such holder’s of the LCV 2020 Warrants or such Employed Option Holder’s, as applicable, Contingent Pro Rata Share of a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the quotient of (x) the Forgiven PPP Loan Amounts, divided by (y) $10.00 (the “Forgiven PPP Contingent Consideration”) and (i) pay, or cause to be paid to each LCV Shareholder, each holder of the LCV 2019 Notes and each holder of the LCV 2020 Warrants, as applicable, who is a U.S. Person that is not, to the reasonable belief of Subversive and LCV, a Qualified Investor, cash in an amount equal to such LCV Shareholder’s, such holder’s of the LCV 2019 Notes or such holder’s of the LCV 2020 Warrants, as applicable, Pro Rata Share of the Forgiven PPP Loan Amounts.

PPP Loans. In Loan Parties have advised Lender that prior to the event Closing Date, certain of the Loan Parties obtained an unsecured loan from Signature Bank (the “PPP Lender”) through the Paycheck Protection Program guaranteed by the U.S. Small Business Administration (“SBA”), pursuant to those certain unsecured loans made by the PPP Lender to IWS, Penn and Trinity, as applicable (collectively, the “PPP Loan”). Each Obligor represents, warrants, covenants and agrees that it has and will continue to use the PPP Loan Proceeds solely for PPP Permitted Uses (the foregoing is referred to as the “PPP Loan Transaction”). IWS, Penn and Trinity hereby represent, warrant and covenant: (a) IWS, Penn and Trinity shall use the PPP Loan Proceeds solely for PPP Permitted Uses; (b) At no time shall (i) any liens on assets of any Loan Party be granted to secure the PPP Loan without further written consent by Lender in its sole discretion, or (ii) any other Loan Party guaranty the PPP Loan without further written consent by Lender in its sole discretion; (c) All financial covenants, pricing provisions and any other agreements that exist between Borrowers and Lender that would be affected by the PPP Loan Transaction (including, without limitation, any such covenant, provision or agreement that would vary based on the amount of debt outstanding or the effect of forgiveness of all or a portion of the PPP Loan) shall be calculated and interpreted as if the PPP Loan had not been incurred until Lender agrees otherwise or such covenants, provisions and other agreements have been amended in accordance herewith. Notwithstanding the foregoing, Lender and Borrowers hereby acknowledge and agree that the PPP Loan shall be considered Debt for all purposes of the Loan Agreement upon the first to occur of (a) the SBA has made a final determination of the amount of the PPP Loans are determined to be Loan that is forgiven by the SBA pursuant to the Paycheck Protection Program pursuant to Section 1102 of in accordance with the CARES Act, pursuant to in which case the terms and conditions unforgiven portion of this Agreement and the PPP Escrow Agreements Loan shall be deemed Debt as of the date of such determination, or (such forgiven amountsb) March 31, 2021, in which case the “Forgiven unforgiven portion of the PPP Loan Amounts”)shall be deemed Debt as of such date; and (d) Upon request by Lender, then Subversive Loan Parties shall (i) promptly deliver to each LCV Shareholder (excluding holders Lender true, correct and complete copies of Dissenting Shares), each holder of any documentation executed in connection with the LCV 2019 Notes and each holder of the LCV 2020 Warrants, as applicable, who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of LCV and Subversive, a Qualified Investor, and each Employed Option Holder, such LCV Shareholder’s, such holder’s of the LCV 2019 Notes, such holder’s of the LCV 2020 Warrants or such Employed Option Holder’s, as applicable, Contingent Pro Rata Share of a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the quotient of (x) the Forgiven PPP Loan Amounts, divided by (y) $10.00 (the “Forgiven PPP Contingent Consideration”) and (i) pay, or cause to be paid to each LCV Shareholder, each holder of the LCV 2019 Notes and each holder of the LCV 2020 Warrants, as applicable, who is a U.S. Person that is not, to the reasonable belief of Subversive and LCV, a Qualified Investor, cash in an amount equal to such LCV Shareholder’s, such holder’s of the LCV 2019 Notes or such holder’s of the LCV 2020 Warrants, as applicable, Pro Rata Share of the Forgiven PPP Loan AmountsTransaction.

PPP Loans. In (a) Prior to the event Closing, the Company shall file with each PPP Lender a PPP Loan Forgiveness Application, requesting that such PPP Lender submit such application as practicable to the U.S. Small Business Administration (the “SBA”). At or prior to the Closing, the Company and the PPP Lenders shall enter into the escrow agreements with respect to the PPP Loans (collectively, the “PPP Escrow Agreements”), pursuant to which at the Closing, Subversive shall deposit or caused to be deposited (a) the PPP BofA Escrow Amount with the PPP BofA Lender for the purpose of repaying any amount portion of the outstanding balance of the applicable PPP Loan which is determined not to be forgiven by the SBA pursuant to the Paycheck Protection Program pursuant to Section 1102 of the CARES Act and (b) the PPP ▇▇▇▇▇ Fargo Escrow Amount with the PPP ▇▇▇▇▇ Fargo Lender for the purpose of repaying any portion of the outstanding balance of the applicable PPP Loan which is determined not to be forgiven by the SBA pursuant to the Paycheck Protection Program pursuant to Section 1102 of the CARES Act. Pursuant to the terms of the PPP Loans Escrow Agreements, any amounts that are determined to be forgiven by the SBA pursuant to the Paycheck Protection Program pursuant to Section 1102 of the CARES Act, pursuant together with any accrued interest thereon, by the PPP Lenders will be released to the terms and conditions of this Agreement Surviving Company. (b) Subversive shall subscribe for, and the PPP Escrow Agreements Surviving Company shall issue (such forgiven amounts, the “Forgiven PPP Loan Amounts”), then Subversive shall (ib) deliver to each LCV Shareholder (excluding holders of Dissenting Shares), each holder of the LCV 2019 Notes and each holder of the LCV 2020 Warrants, as applicable, who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of LCV and Subversive, a Qualified Investor, and each Employed Option Holder, such LCV Shareholder’s, such holder’s number of newly-issued shares of common stock of the LCV 2019 Notes, such holder’s of the LCV 2020 Warrants or such Employed Option Holder’s, as applicable, Contingent Pro Rata Share of a number of Subversive Common Shares (rounded down to the nearest whole number) Surviving Company equal to the quotient of (x) the Forgiven sum of the PPP Loan AmountsBofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount (such sum, the “PPP Share Subscription Consideration”), divided by (y) $10.00 (10.00, and Subversive shall satisfy the “Forgiven PPP Contingent Consideration”Share Subscription Consideration by paying the PPP BofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount as contemplated in Section 2.04(b) and (i) pay, or cause to be paid to each LCV Shareholder, each holder of the LCV 2019 Notes and each holder of the LCV 2020 Warrants, as applicable, who is a U.S. Person that is not, to the reasonable belief of Subversive and LCV, a Qualified Investor, cash in an amount equal to such LCV Shareholder’s, such holder’s of the LCV 2019 Notes or such holder’s of the LCV 2020 Warrants, as applicable, Pro Rata Share of the Forgiven PPP Loan AmountsSection 2.08(a).