Common use of Treatment of Warrant Upon Acquisition of Company Clause in Contracts

Treatment of Warrant Upon Acquisition of Company. Each of the Warrants shall be amended to add the following paragraph as a new Section 1.6(e) thereof: “The Company is a party to that certain Agreement and Plan of Merger, dated as of June 17, 2024 (the “Merger Agreement”), among the Company, ▇▇▇▇▇▇▇▇ Holdings, LLC, a Delaware limited liability company (“Topco”), ▇▇▇▇▇▇▇▇ Intermediate Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Topco (“Parent”), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms thereof and subject to the conditions therein, among other matters, Merger Sub shall merge with and into the Company, with the Company surviving such merger (the “Merger” and the Company as the surviving corporation of the Merger, the “Surviving Corporation”), and Holder is a party to that certain Rollover Agreement, dated as of June 17, 2024 (the “Rollover Agreement”), by and among Topco, Parent, and each of the lenders party to the Loan Agreement (including Holder), pursuant to which, on the terms thereof and subject to the conditions therein, among other matters, ▇▇▇▇▇▇ is agreeing to, immediately prior to the Merger and subject to the subsequent consummation of the Merger, contribute certain of the loans and certain of the accrued but unpaid interest and fees under the Loan Agreement, and this Warrant, to Topco in exchange for Series A Preferred Units of Topco and Common Units of Topco (the “Rollover”), and subsequent to the consummation of the Merger, such loans and accrued but unpaid interest and fees under the Loan Agreement, and this Warrant, shall thereafter be contributed by Topco to Parent and immediately upon receipt by Parent thereof, such loans, accrued but unpaid interest and fees under the Loan Agreements, and this Warrant shall thereafter be contributed by Parent to the Surviving Corporation (the “Contribution”). Notwithstanding anything to the contrary in this Warrant (but subject to the subsequent consummation of the Merger immediately following the Rollover), pursuant to the terms and subject to the conditions of the Rollover Agreement, (i) Holder shall contribute this Warrant to Topco in exchange for the consideration to be issued to the Holder set forth therein in connection with the Rollover, (ii) subsequent to the consummation of the Merger, this Warrant shall thereafter be contributed by Topco to Parent and immediately upon receipt by Parent thereof, this Warrant shall thereafter be contributed by Parent to the Surviving Corporation in connection with the Contribution, and (iii) thereafter, as a result of the consummation of the transactions contemplated by the Rollover Agreement (including the Rollover and the Contribution), this Warrant shall be cancelled and retired without any conversion thereof and cease to exist and no payment or distribution will be made with respect thereto.”

Treatment of Warrant Upon Acquisition of Company. Each (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the Warrants shall assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. (b) In the event of an Acquisition in which the consideration to be amended to add received by the following paragraph as Company’s stockholders consists solely of cash, solely of Marketable Securities or a new Section 1.6(e) thereof: combination of cash and Marketable Securities (a “The Company is a party to that certain Agreement and Plan of Merger, dated as of June 17, 2024 (the “Merger AgreementCash/Public Acquisition”), among either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the Companyconsummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, ▇▇▇▇▇▇▇▇ Holdings, LLC, a Delaware limited liability company this Warrant will expire immediately prior to the consummation of such Acquisition. (“Topco”c) The Company shall provide Holder with written notice of the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), ▇▇▇▇▇▇▇▇ Intermediate Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Topco which is to be delivered to Holder not less than seven (“Parent”), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms thereof and subject 7) Business Days prior to the conditions therein, among other matters, Merger Sub shall merge with and into closing of the Company, with proposed Cash/Public Acquisition. In the event the Company surviving does not provide such merger (the “Merger” and the Company as the surviving corporation of the Mergernotice, the “Surviving Corporation”), and Holder is a party to that certain Rollover Agreement, dated as of June 17, 2024 (the “Rollover Agreement”), by and among Topco, Parent, and each of the lenders party to the Loan Agreement (including Holder), pursuant to which, on the terms thereof and subject to the conditions therein, among other matters, ▇▇▇▇▇▇ is agreeing tothen if, immediately prior to the Merger Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and subject as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the subsequent consummation Holder and Holder shall be deemed to have restated each of the Merger, contribute certain representations and warranties in Section 4 of the loans and certain Warrant as the date thereof. (d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the accrued but unpaid interest and fees under acquiring, surviving or successor entity shall assume the Loan Agreement, and obligations of this Warrant, to Topco in exchange for Series A Preferred Units of Topco and Common Units of Topco (the “Rollover”), and subsequent to the consummation of the Merger, such loans and accrued but unpaid interest and fees under the Loan Agreement, and this Warrant, shall thereafter be contributed by Topco to Parent and immediately upon receipt by Parent thereof, such loans, accrued but unpaid interest and fees under the Loan Agreements, and this Warrant shall thereafter be contributed by Parent exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. (e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the Surviving Corporation reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “ContributionExchange Act”). Notwithstanding anything to , and is then current in its filing of all required reports and other information under the contrary in this Warrant Act and the Exchange Act; (but subject to ii) the subsequent consummation class and series of shares or other security of the Merger immediately following the Rollover), pursuant to the terms and subject to the conditions of the Rollover Agreement, (i) issuer that would be received by Holder shall contribute this Warrant to Topco in exchange for the consideration to be issued to the Holder set forth therein in connection with the Rollover, (ii) subsequent Acquisition were Holder to exercise this Warrant on or prior to the consummation of the Merger, this Warrant shall thereafter be contributed by Topco to Parent and immediately upon receipt by Parent thereof, this Warrant shall thereafter be contributed by Parent to the Surviving Corporation closing thereof is then traded in connection with the ContributionTrading Market, and (iii) thereafterHolder would be able to publicly re-sell, as a result within six (6) months following the closing of such Acquisition, all of the consummation issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of the transactions contemplated by the Rollover Agreement (including the Rollover and the Contributionsuch Acquisition. As used in this Section 1.6(e), this Warrant shall be cancelled and retired without “Trading Market” means the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the NYSE Amex, the New York Stock Exchange, or the over-the-counter market as reported by OTC Markets Group Inc. or, in each case, any conversion thereof and cease to exist and no payment or distribution will be made with respect theretosuccessor market.”

Treatment of Warrant Upon Acquisition of Company. Each (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the Warrants shall assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. (b) In the event of an Acquisition in which the consideration to be amended to add received by the following paragraph as Company’s stockholders consists solely of cash, solely of Marketable Securities or a new Section 1.6(e) thereof: combination of cash and Marketable Securities (a “The Company is a party to that certain Agreement and Plan of Merger, dated as of June 17, 2024 (the “Merger AgreementCash/Public Acquisition”), among either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the Companyconsummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, ▇▇▇▇▇▇▇▇ Holdings, LLC, a Delaware limited liability company this Warrant will expire immediately prior to the consummation of such Acquisition and be of no further force or effect. (“Topco”c) The Company shall provide Holder with written notice of the pending Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), ▇▇▇▇▇▇▇▇ Intermediate Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Topco which is to be delivered to Holder not less than seven (“Parent”), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms thereof and subject 7) Business Days prior to the conditions therein, among other matters, Merger Sub shall merge with and into closing of the Company, with proposed Cash/Public Acquisition. In the event the Company surviving does not provide such merger (the “Merger” and the Company as the surviving corporation of the Mergernotice, the “Surviving Corporation”), and Holder is a party to that certain Rollover Agreement, dated as of June 17, 2024 (the “Rollover Agreement”), by and among Topco, Parent, and each of the lenders party to the Loan Agreement (including Holder), pursuant to which, on the terms thereof and subject to the conditions therein, among other matters, ▇▇▇▇▇▇ is agreeing tothen if, immediately prior to the Merger Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and subject as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the subsequent consummation Holder and Holder shall be deemed to have restated each of the Merger, contribute certain representations and warranties in Section 4 of the loans and certain Warrant as the date thereof. (d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the accrued but unpaid interest and fees under acquiring, surviving or successor entity shall assume the Loan Agreement, and obligations of this Warrant, to Topco in exchange for Series A Preferred Units of Topco and Common Units of Topco (the “Rollover”), and subsequent to the consummation of the Merger, such loans and accrued but unpaid interest and fees under the Loan Agreement, and this Warrant, shall thereafter be contributed by Topco to Parent and immediately upon receipt by Parent thereof, such loans, accrued but unpaid interest and fees under the Loan Agreements, and this Warrant shall thereafter be contributed by Parent exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. (e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the Surviving Corporation reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “ContributionExchange Act”). Notwithstanding anything to , and is then current in its filing of all required reports and other information under the contrary in this Warrant Act and the Exchange Act; (but subject to ii) the subsequent consummation class and series of shares or other security of the Merger immediately following the Rollover), pursuant to the terms and subject to the conditions of the Rollover Agreement, (i) issuer that would be received by Holder shall contribute this Warrant to Topco in exchange for the consideration to be issued to the Holder set forth therein in connection with the Rollover, (ii) subsequent Acquisition were Holder to exercise this Warrant on or prior to the consummation of the Merger, this Warrant shall thereafter be contributed by Topco to Parent and immediately upon receipt by Parent thereof, this Warrant shall thereafter be contributed by Parent to the Surviving Corporation closing thereof is then traded in connection with the Contributiona Trading Market, and (iii) thereafterHolder would be able to publicly re-sell, as a result within six (6) months following the closing of such Acquisition, all of the consummation of the transactions contemplated issuer’s shares and/or other securities that would be received by the Rollover Agreement (including the Rollover and the Contribution), Holder in such Acquisition were Holder to exercise this Warrant shall be cancelled and retired without any conversion thereof and cease in full on or prior to exist and no payment or distribution will be made with respect theretothe closing of such Acquisition.”

Treatment of Warrant Upon Acquisition of Company. Each (a) For the purpose of this Warrant, "Acquisition" means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the Warrants assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company's domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company's (or the surviving or successor entity's) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company's then-total outstanding combined voting power. (b) In the event of an Acquisition in which the consideration to be received by the Company's stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a "Cash/Public Acquisition"), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be amended deemed effective immediately prior to add and contingent upon the following paragraph as a new Section 1.6(econsummation of such Acquisition or (ii) thereof: “if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. (c) The Company is a party shall provide Holder with written notice of the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to that certain Agreement and Plan of Merger, dated as of June 17, 2024 (the “Merger Agreement”such notice), among the Company, ▇▇▇▇▇▇▇▇ Holdings, LLC, a Delaware limited liability company which is to be delivered to Holder not less than seven (“Topco”), ▇▇▇▇▇▇▇▇ Intermediate Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Topco (“Parent”), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms thereof and subject 7) Business Days prior to the conditions therein, among other matters, Merger Sub shall merge with and into closing of the Company, with proposed Cash/Public Acquisition. In the event the Company surviving does not provide such merger (the “Merger” and the Company as the surviving corporation of the Mergernotice, the “Surviving Corporation”), and Holder is a party to that certain Rollover Agreement, dated as of June 17, 2024 (the “Rollover Agreement”), by and among Topco, Parent, and each of the lenders party to the Loan Agreement (including Holder), pursuant to which, on the terms thereof and subject to the conditions therein, among other matters, ▇▇▇▇▇▇ is agreeing tothen if, immediately prior to the Merger Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and subject as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the subsequent consummation Holder and Holder shall be deemed to have restated each of the Merger, contribute certain representations and warranties in Section 4 of the loans and certain Warrant as the date thereof. (d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the accrued but unpaid interest and fees under acquiring, surviving or successor entity shall assume the Loan Agreement, and obligations of this Warrant, to Topco in exchange for Series A Preferred Units of Topco and Common Units of Topco (the “Rollover”), and subsequent to the consummation of the Merger, such loans and accrued but unpaid interest and fees under the Loan Agreement, and this Warrant, shall thereafter be contributed by Topco to Parent and immediately upon receipt by Parent thereof, such loans, accrued but unpaid interest and fees under the Loan Agreements, and this Warrant shall thereafter be contributed by Parent exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the Surviving Corporation provisions of this Warrant. (the “Contribution”). Notwithstanding anything to the contrary e) As used in this Warrant Warrant, "Marketable Securities" means securities meeting all of the following requirements: (but i) the issuer thereof is then subject to the subsequent consummation reporting requirements of Section 13 or Section 15(d) of the Merger immediately following Securities Exchange Act of 1934, as amended (the Rollover"Exchange Act"), pursuant to and is then current in its filing of all required reports and other information under the terms Act and subject to the conditions Exchange Act; (ii) the class and series of shares or other security of the Rollover Agreement, (i) issuer that would be received by Holder shall contribute this Warrant to Topco in exchange for the consideration to be issued to the Holder set forth therein in connection with the Rollover, (ii) subsequent Acquisition were Holder to exercise this Warrant on or prior to the consummation of the Merger, this Warrant shall thereafter be contributed by Topco to Parent and immediately upon receipt by Parent thereof, this Warrant shall thereafter be contributed by Parent to the Surviving Corporation closing thereof is then traded in connection with the ContributionTrading Market, and (iii) thereafterHolder would be able to publicly re-sell, as a result within six (6) months following the closing of such Acquisition, all of the consummation issuer's shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of the transactions contemplated by the Rollover Agreement (including the Rollover and the Contributionsuch Acquisition. As used in this Section 1.6(e), this Warrant shall be cancelled and retired without "Trading Market" means the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the NYSE Amex, the New York Stock Exchange, or the over-the-counter market as reported by OTC Markets Group Inc. or, in each case, any conversion thereof and cease to exist and no payment or distribution will be made with respect theretosuccessor market.”