Common use of Warrant Issuance Clause in Contracts

Warrant Issuance. SCG shall issue (the "Warrant Issuance") warrants to purchase SCG Class B Common Shares (the "SCG Warrants") to holders of PTR Common Shares and PTR Series A Preferred Shares (in each case, other than those owned by SCG) as of the Warrant Issuance Record Date on the terms and in the manner described below. The SCG Warrants shall each (i) be exercisable for one SCG Class B Common Share, (ii) have an exercise price per SCG Class B Common Share equal to the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date, (iii) shall expire 12 months from the date of issuance and (iv) shall have such other terms and conditions as set forth in the Warrant Agreement. The record date for determining the holders entitled to participate in the Warrant Issuance (the "Warrant Issuance Record Date") shall be the close of business on the date designated by SCG, which date shall be within the 28-day period following the Rights Offering Closing Date and which date shall be consistent with any restrictions in the ruling or opinion described in Section 7.1(d). SCG shall issue an aggregate number of SCG Warrants determined by dividing $102,044,037 by the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date. The number of SCG Warrants to be issued to each such holder shall be determined by multiplying (a) the aggregate number of SCG Warrants to be issued by (b) the number obtained by dividing (i) the aggregate number of PTR Common Shares held of record by the holder and issuable upon conversion of all PTR Series A Preferred Shares held of record by the holder, in each case as of the close of business on the Warrant Issuance Record Date, by (ii) the total number of PTR Common Shares outstanding (other than those owned by SCG) and issuable upon conversion of all PTR Series A Preferred Shares outstanding (other than those owned by SCG), in each case as of the close of business on the Warrant Issuance Record Date. No certificates or scrip representing fractional SCG Warrants shall be issued in connection with the Warrant Issuance. The Warrant Issuance Agreement shall contain appropriate provision to aggregate and sell all fractional SCG Warrants and remit the net proceeds to the PTR shareholders who would otherwise be entitled to such fractions. The Warrant Issuance shall be made pursuant to and in accordance with the procedures set forth in the Warrant Issuance Agreement. The Warrant Issuance shall not occur unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated.

Warrant Issuance. SCG shall issue (the "Warrant Issuance") warrants to purchase SCG Class B Common Shares (the "SCG Warrants") to holders of PTR ATLANTIC Common Shares and PTR Series A Preferred Shares (in each case, other than those owned by SCG) as of the Warrant Issuance Record Date on the terms and in the manner described below. The SCG Warrants shall each (i) be exercisable for one SCG Class B Common Share, (ii) have an exercise price per SCG Class B Common Share equal to the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date, (iii) shall expire 12 months from the date of issuance and (iv) shall have such other terms and conditions as set forth in the Warrant Agreement. The record date for determining the holders entitled to participate in the Warrant Issuance (the "Warrant Issuance Record Date") shall be the close of business on the date designated by SCG, which date shall be within the 28-day period following the Rights Offering Closing Date and which date shall be consistent with any restrictions in the ruling or opinion described in Section 7.1(d). SCG shall issue an aggregate number of SCG Warrants determined by dividing $102,044,037 46,926,322 by the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date. The number of SCG Warrants to be issued to each such holder shall be determined by multiplying (a) the aggregate number of SCG Warrants to be issued by (b) the number obtained by dividing (i) the aggregate number of PTR ATLANTIC Common Shares held of record by the holder and issuable upon conversion of all PTR Series A Preferred Shares held of record by the holder, in each case as of the close of business on the Warrant Issuance Record Date, by (ii) the total number of PTR ATLANTIC Common Shares outstanding (other than those owned by SCG) and issuable upon conversion of all PTR Series A Preferred Shares outstanding (other than those owned by SCG), in each case as of the close of business on the Warrant Issuance Record Date. No certificates or scrip representing fractional SCG Warrants shall be issued in connection with the Warrant Issuance. The Warrant Issuance Agreement shall contain appropriate provision to aggregate and sell all fractional SCG Warrants and remit the net proceeds to the PTR ATLANTIC shareholders who would otherwise be entitled to such fractions. The Warrant Issuance shall be made pursuant to and in accordance with the procedures set forth in the Warrant Issuance Agreement. The Warrant Issuance shall not occur unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated.

Warrant Issuance. SCG 22.1 On the terms set forth in this Section 22, and without any additional consideration therefor, SeaChange shall issue to Comcast Cable SC Investment, Inc. (the "Holder"), an affiliate of Comcast, warrants (each, an "Incentive Warrant," and collectively, the "Incentive Warrants") to purchase shares of SeaChange's common stock, par value $0.01 per share (the "Common Stock"), at a per share exercise price equal to the average of the Current Market Prices (as defined below) of the Common Stock for the fifteen consecutive Trading Days (as defined below) ending on the Determination Date (as defined below) with respect to which such Incentive Warrant is issued, or, if such Determination Date is not a Trading Day, then ending on the last Trading Day immediately prior to such Determination Date. Each Incentive Warrant shall be exercisable by the Holder for a period of five years from the date of issuance, and shall have such other rights, preferences, privileges and restrictions as are set forth in the form of Incentive Warrant attached hereto as Attachment E. The shares of Common Stock purchasable upon exercise of each Incentive Warrant (the "Warrant IssuanceShares") warrants shall have those registration rights set forth in that certain Registration Rights Agreement dated as of the date hereof among SeaChange, Comcast SC Investment, Inc. and the Holder, substantially in the form attached hereto as Attachment F. 22.2 Prior to purchase SCG Class B Common Shares the end of the calendar month immediately following each Determination Date, Comcast shall provide to SeaChange a certification signed by an officer of Comcast on behalf of Comcast of the number of Committed Subscribers (the "SCG Warrants") to holders of PTR Common Shares and PTR Series A Preferred Shares (in each case, other than those owned by SCGas defined below) as of such Determination Date and the applicable Warrant Number (as defined below) for the Incentive Warrant to be issued by SeaChange in respect thereof, if any. Promptly upon receipt of such certification, but in no event more than five Business Days (as defined below) thereafter, SeaChange shall issue to the Holder an Incentive Warrant to purchase a number of Warrant Shares equal to such Warrant Number. 22.3 The Warrant Factors (as defined below) shall be subject to adjustment from time to time as described in this Section 22.3. (a) In case SeaChange shall pay or make a dividend or other distribution on the Common Stock of SeaChange in Common Stock or any other security convertible into or exchangeable for shares of Common Stock (other than any rights, options or warrants described in subsection (b) of this Section 22.3), the Warrant Issuance Record Date on the terms and in the manner described below. The SCG Warrants Factors shall each be adjusted by multiplying such Warrant Factor by a fraction of which (i) be exercisable for one SCG Class B Common Share, (ii) have an exercise price per SCG Class B Common Share equal to the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date, (iii) shall expire 12 months from the date of issuance and (iv) shall have such other terms and conditions as set forth in the Warrant Agreement. The record date for determining the holders entitled to participate in the Warrant Issuance (the "Warrant Issuance Record Date") numerator shall be the sum of (A) the number of shares of Common Stock outstanding at the close of business on the date designated by SCGfixed for the determination of stockholders entitled to receive such dividend or other distribution and (B) the total number of shares of Common Stock constituting such dividend or distribution (or, which date in the case of a dividend or distribution of securities convertible into or exchangeable for shares of Common Stock, the total number of shares of Common Stock underlying such securities), and (ii) the denominator shall be within such number of shares referred to in clause (i)(A) above, such adjustment to become effective immediately prior to the 28-day period opening of business on the next Business Day following the Rights Offering Closing Date and which date shall be consistent with any restrictions in fixed for such determination. For the ruling or opinion described in Section 7.1(dpurposes of this subsection (a). SCG shall issue an aggregate , the number of SCG Warrants determined by dividing $102,044,037 by shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. (b) In case SeaChange shall hereafter issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock or any other security convertible into or exchangeable for shares of Common Stock at a price per share less than the Current Market Price of an SCG Class B the Common Share Stock on the Warrant Issuance Date. The number date fixed for the determination of SCG Warrants stockholders entitled to be issued receive such rights, options or warrants (other than pursuant to each such holder shall be determined by multiplying (a) the aggregate number of SCG Warrants to be issued by (b) the number obtained by dividing a dividend reinvestment plan), (i) the aggregate Warrant Factors shall each be adjusted by multiplying such Warrant Factor by a fraction of which (A) the numerator shall be the number of PTR shares of Common Shares held of record by the holder and issuable upon conversion of all PTR Series A Preferred Shares held of record by the holder, in each case as of Stock outstanding at the close of business on the Warrant Issuance Record Datedate fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase (or such number of shares of Common Stock underlying any convertible securities so offered for subscription or purchase), by and (iiB) the total denominator shall be the number of PTR shares of Common Shares Stock outstanding (other than those owned by SCG) and issuable upon conversion of all PTR Series A Preferred Shares outstanding (other than those owned by SCG), in each case as of at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price, such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination (for the purposes of this subsection (b), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock), and (ii) if any such rights, options or warrants expire or terminate without having been exercised or are exercised for a consideration different from that utilized in the computation of any adjustment or adjustments on account of such rights, options or warrants, the Warrant Issuance Record Date. No certificates or scrip representing fractional SCG Warrants Factors shall be issued readjusted such that each Warrant Factor would be the same as would have resulted had such adjustment been made without regard to the issuance of such expired or terminated rights, options or warrants or based upon the actual consideration received upon exercise thereof, as the case may be, which readjustment shall become effective upon such expiration, termination or exercise, as applicable; provided, however, that all readjustments in connection with the Warrant IssuanceFactors based upon any expiration, termination or exercise for a different consideration of any such right, option or warrant, in the aggregate, shall not cause the Warrant Factors to be less than the Warrant Factors immediately prior to the time such rights, options or warrants were initially issued (without regard to any other adjustments of such number under this subsection (b) that may have been made since the date of the issuance of such rights, options or warrants). (c) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Warrant Factors shall each be proportionately increased, such increase to become effective immediately prior to the opening of business on the next Business Day following the day upon which such subdivision occurs, and, conversely, in case the outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Warrant Factors shall each be proportionately decreased, such reduction to become effective immediately prior to the opening of business on the next Business Day following the day upon which such combination occurs. (d) In case SeaChange shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights, options or warrants referred to in subsection (b) of this Section 22.3, any dividend or distribution paid exclusively in cash and any dividend referred to in subsection (a) of this Section 22.3), the Warrant Factors shall each be adjusted by multiplying such Warrant Factor by a fraction of which (i) the numerator shall be the Current Market Price at the close of business on the date fixed for such determination and (ii) the denominator shall be such Current Market Price less the then fair market value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the next Business Day following the date fixed for the determination of stockholders entitled to receive such distribution. (e) In case of any reclassification, recapitalization or other change in the outstanding securities of any class issuable upon exercise of the Incentive Warrants thereafter issuable hereunder (including any such reclassification, recapitalization or other change upon a consolidation or merger in which SeaChange is the continuing corporation, but not including any transactions for which an adjustment is provided in subsection (c), (d) or (f) of this Section 22.3), the provisions of this Section 22 shall be immediately and automatically amended, without any further action on the part of SeaChange, Comcast or the Holder, to the extent necessary to provide that any Incentive Warrant issued thereafter shall entitle the Holder to exercise such Incentive Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such reclassification, recapitalization or other change by a holder of the number of shares of Common Stock that would have otherwise been issuable upon exercise of such Incentive Warrant had it been issued and exercised immediately prior to such reclassification, recapitalization or other change, subject to any further adjustment as provided herein, at an exercise price equal to the fair market value of such securities, cash and other property on the date such Incentive Warrant is actually issued (calculated as described in Section 22.1 above). The Warrant Issuance above provisions of this subsection (e) shall similarly apply to successive reclassifications, recapitalizations and other changes in the outstanding securities of the class issuable upon exercise of the Incentive Warrants thereafter issuable hereunder. (f) In case of any consolidation of SeaChange with, or merger of SeaChange into, any other person, any merger of another person into SeaChange (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Common Stock) or any sale or transfer of all or substantially all of the assets of SeaChange, in each case in which this Agreement remains in full force and effect, the provisions of this Section 22.3 shall contain appropriate provision to aggregate be immediately and sell all fractional SCG Warrants and remit automatically amended, without any further action on the net proceeds part of SeaChange, Comcast or the Holder, to the PTR shareholders who extent necessary to provide that any Incentive Warrant issued thereafter shall entitle the Holder to exercise such Incentive Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such consolidation, merger, sale of transfer by a holder of the number of shares of Common Stock that would have otherwise be entitled been issuable upon exercise of such Incentive Warrant had it been issued and exercised immediately prior to such fractionsconsolidation, merger, sale or transfer, subject to any further adjustment as provided herein, at an exercise price equal to the fair market value of such securities, cash and other property on the date such Incentive Warrant is actually issued (calculated as described in Section 22.1 above). The Warrant Issuance If the holders of the Common Stock may elect from choices the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer, then for the purpose of this Section 22.3 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer shall be deemed to be the choice specified by the Holder, which specification shall be made pursuant by the Holder by the later of (i) ten Business Days after the Holder is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock concerning such choice, or, if no such information is required, ten Business Days after the Holder is provided with a final version of all information that was otherwise furnished to the holders of Common Stock concerning such choice, and (ii) the last time at which holders of Common Stock are permitted to make their specification known to SeaChange. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with SeaChange or the other person to the merger or consolidation. The above provisions of this subsection (f) shall similarly apply to successive consolidations, mergers, sales or transfers. (g) All calculations under this Section 22.3 shall be made to the fifth decimal place, and no adjustment to any Warrant Factor shall be required unless such adjustment (plus any adjustments not previously made by reason of this subsection (g)) would require an adjustment of at least 0.00001 to such Warrant Factor; provided, however, that any adjustments that by reason of this subsection (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (h) Whenever the Warrant Factors are adjusted as herein provided, SeaChange shall (i) compute the adjusted Warrant Factors in accordance with the procedures provisions of this Section 22.3, and (ii) mail to Comcast a notice stating that the Warrant Factors have been adjusted and setting forth the adjusted Warrant Factors. 22.4 SeaChange shall not, by amendment of its Certificate of Incorporation, through reorganization, consolidation, merger, dissolution or sale of assets, or any other voluntary act, avoid or seek to avoid the observance or performance of any of its obligations under this Section 22. 22.5 Once per 12 month period, SeaChange may, upon reasonable notice to Comcast, instruct an external independent auditor to audit the relevant books and records of Comcast to ensure the accuracy of the number of Committed Subscribers set forth in the Warrant Issuance Agreementcertifications provided by Comcast pursuant to Section 22.2. The Warrant Issuance shall not occur unless and until all In the event that any such Comcast certification is found to be incorrect as of the conditions set forth in this Agreement date with respect to which it was made, such that warrants covering a greater number of Warrant Shares were issued to Comcast than were actually earned, Comcast agrees to (i) pay the reasonable expenses of the independent auditor, and, at SeaChange's option, (ii) return to SeaChange for cancellation any such warrants to the extent of any unearned Warrant Shares, and, to the extent such warrants have been satisfied exercised with respect to such unearned Warrant Shares, sell to SeaChange at the exercise price, adjusted for any stock dividends or waived other distribution on the Common Stock of SeaChange, the number of Warrant Shares received by Comcast, adjusted for any such stock dividends or other distribution on the Common Stock of SeaChange and including any rights, options or warrants issued in respect thereof, as a result of the mergers exercise of such warrants with respect to such unearned Warrant Shares. 22.6 In addition, at Comcast's option and to the extent that Comcast has not earned the maximum number of Warrant Shares underlying all Incentive Warrants issuable hereunder, Comcast may elect to (a) place on or before January 31, 2004 one or more noncancelable Orders for Equipment to be deployed (or in the process of being deployed) by it on or before June 30, 2004, (b) make a nonrefundable payment of 100% of the amount payable with respect to such Order(s) on or before January 31, 2004 and (c) submit to SeaChange on or before January 31, 2004 a good faith estimate of the number of Committed Subscribers with respect to which such Equipment so ordered will be deployed (or in the process of being deployed) on or before June 30, 2004, in which event SeaChange shall promptly, but in no event more than five Business Days after January 31, 2004, issue to the Holder an additional Incentive Warrant to purchase a number of Warrant Shares equal to the Warrant Number calculated in the manner described in the succeeding sentence, which additional Incentive Warrant shall have a per share exercise price equal to the average of the Current Market Prices of the Common Stock for the fifteen consecutive Trading Days ending on January 31, 2004, or, if such date is not a Trading Day, then ending on the last Trading Day immediately prior to such date. For purposes of this Section 2.1 have been consummated.22.6, the Warrant Number shall

Warrant Issuance. SCG (a) At the Initial Closing, the Company shall sell and issue to each Investor purchasing a Note at the Initial Closing, a warrant (each a “Warrant,” and, together with the Warrants issued pursuant to Section 1.2(b), collectively the “Warrants”) to purchase shares of Common Stock (or if applicable pursuant to the terms of the Warrant, Preferred Stock) (the "“Warrant Issuance"Stock”) warrants to purchase SCG Class B Common Shares (the "SCG Warrants") to holders of PTR Common Shares and PTR Series A Preferred Shares (in each case, other than those owned by SCG) as of the Warrant Issuance Record Date on the terms and in the manner described below. The SCG Warrants shall each (i) be exercisable for one SCG Class B Common Share, (ii) have at an exercise price per SCG Class B Common Share equal to the Current Market Price of an SCG Class B Common Share $0.01 per share, on the form of Warrant Issuance Date, (iii) shall expire 12 months from the date of issuance and (iv) shall have such other terms and conditions Agreement attached as set forth in the Exhibit B. Each Warrant Agreement. The record date for determining the holders entitled to participate in the Warrant Issuance (the "Warrant Issuance Record Date") issued hereunder shall be the close of business on the date designated by SCG, which date shall be within the 28-day period following the Rights Offering Closing Date and which date shall be consistent with any restrictions in the ruling or opinion described in Section 7.1(d). SCG shall issue an aggregate exercisable into that number of SCG Warrants determined by dividing $102,044,037 by the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date. The number of SCG Warrants Stock that is equal to be issued to each such holder shall be determined by multiplying (a) the aggregate number of SCG Warrants to be issued by (b) the number obtained by dividing (i) the aggregate number of PTR Common Shares held of record by Aggregate Warrant Coverage (as determined immediately following the holder and issuable upon conversion of all PTR Series A Preferred Shares held of record by the holderInitial Closing), in each case as of the close of business on the Warrant Issuance Record Date, multiplied by (ii) a fraction the numerator of which is the total principal amount of the Note purchased by such Investor pursuant to this Agreement at the Initial Closing, and the denominator of which is the Existing Principal Amount (as determined immediately following the Initial Closing), rounded down to the nearest whole share. (b) At each Additional Closing, the Company shall sell and issue to each Investor purchasing a Note at such Additional Closing, a Warrant. Each Warrant issued hereunder shall be exercisable into that number of PTR Common Shares outstanding Warrant Stock that is equal to (other than those owned by SCGi) and issuable upon conversion of all PTR Series A Preferred Shares outstanding the Aggregate Warrant Coverage (other than those owned by SCGas determined immediately following the applicable Additional Closing), in each case as multiplied by (ii) a fraction the numerator of which is the total principal amount (excluding any increase thereto for PIK interest) of the close Note purchased by such Investor pursuant to this Agreement at such Additional Closing, and the denominator of business on which is the Warrant Issuance Record Date. No certificates or scrip representing fractional SCG Warrants shall be issued in connection with Existing Principal Amount (as determined immediately following the Warrant Issuance. The Warrant Issuance Agreement shall contain appropriate provision to aggregate and sell all fractional SCG Warrants and remit the net proceeds applicable Additional Closing), rounded down to the PTR shareholders who would otherwise be entitled nearest whole share. (c) Immediately following the Second Period, the Company shall sell and issue to each Investor a Warrant exercisable into that number of Warrant Stock that is equal to (x) (i) the Aggregate Warrant Coverage (as determined immediately following the Second Period), multiplied by (ii) a fraction the numerator of which is the total principal amount (excluding any increase thereto for PIK interest) of the Notes purchased by such fractions. The Warrant Issuance shall be made Investor pursuant to and in accordance with the procedures set forth in the Warrant Issuance Agreement. The Warrant Issuance shall not occur unless and until all of the conditions set forth in this Agreement have been satisfied or waived (as determined immediately following the Second Period), and the mergers described in Section 2.1 have been consummateddenominator of which is the Existing Principal Amount (as determined immediately following the Second Period), less (y) such Investor’s Accumulated Warrant Stock (as determined immediately following the Second Period), rounded down to the nearest whole share.

Warrant Issuance. SCG shall issue (the "Warrant Issuance") warrants to purchase SCG Class B Common Shares (the "SCG Warrants") to holders of PTR SCI Common Shares, SCI Series B Preferred Shares and PTR Series A Preferred Shares Units (in each case, other than those owned by SCG) as of the Warrant Issuance Record Date on the terms and in the manner described below. The SCG Warrants shall each (i) be exercisable for one SCG Class B Common Share, (ii) have an exercise price per SCG Class B Common Share equal to the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date, (iii) shall expire 12 months from the date of issuance and (iv) shall have such other terms and conditions as set forth in the Warrant Agreement. The record date for determining the holders entitled to participate in the Warrant Issuance (the "Warrant Issuance Record Date") shall be the close of business on the date designated by SCG, which date shall be within the 28-day period following the Rights Offering Closing Date and which date shall be consistent with any restrictions in the ruling or opinion described in Section 7.1(d). SCG shall issue an aggregate number of SCG Warrants determined by dividing $102,044,037 101,029,642 by the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date. The number of SCG Warrants to be issued to each such holder shall be determined by multiplying (a) the aggregate number of SCG Warrants to be issued by (b) the number obtained by dividing (i) the aggregate number of PTR SCI Common Shares held of record by the holder and issuable upon conversion of all PTR SCI Series A B Preferred Shares and upon exchange of all Units held of record by the holder, in each case as of the close of business on the Warrant Issuance Record Date, by (ii) the total number of PTR SCI Common Shares outstanding (other than those owned by SCG) and issuable upon conversion of all PTR SCI Series A B Preferred Shares (other than those owned by SCG) and upon exchange of all Units outstanding (other than those owned by SCG), in each case as of the close of business on the Warrant Issuance Record Date. No certificates or scrip representing fractional SCG Warrants shall be issued in connection with the Warrant Issuance. The Warrant Issuance Agreement shall contain appropriate provision to aggregate and sell all fractional SCG Warrants and remit the net proceeds to the PTR SCI shareholders who would otherwise be entitled to such fractions. The Warrant Issuance shall be made pursuant to and in accordance with the procedures set forth in the Warrant Issuance Agreement. The Warrant Issuance shall not occur unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated.

Warrant Issuance. SCG (a) At the Initial Closing, the Company shall sell and issue to each Investor purchasing a Note at the Initial Closing, a warrant (each a “Warrant,” and, together with the Warrants issued pursuant to Section 1.2(b), collectively the “Warrants”) to purchase shares of Common Stock (or if applicable pursuant to the terms of the Warrant, Preferred Stock) (the "“Warrant Issuance"Stock”) warrants to purchase SCG Class B Common Shares (the "SCG Warrants") to holders of PTR Common Shares and PTR Series A Preferred Shares (in each case, other than those owned by SCG) as of the Warrant Issuance Record Date on the terms and in the manner described below. The SCG Warrants shall each (i) be exercisable for one SCG Class B Common Share, (ii) have at an exercise price per SCG Class B Common Share equal to the Current Market Price of an SCG Class B Common Share $0.01 per share, on the form of Warrant Issuance Date, (iii) shall expire 12 months from the date of issuance and (iv) shall have such other terms and conditions Agreement attached as set forth in the Exhibit B. Each Warrant Agreement. The record date for determining the holders entitled to participate in the Warrant Issuance (the "Warrant Issuance Record Date") issued hereunder shall be the close of business on the date designated by SCG, which date shall be within the 28-day period following the Rights Offering Closing Date and which date shall be consistent with any restrictions in the ruling or opinion described in Section 7.1(d). SCG shall issue an aggregate exercisable into that number of SCG Warrants determined by dividing $102,044,037 by the Current Market Price of an SCG Class B Common Share on the Warrant Issuance Date. The number of SCG Warrants Stock that is equal to be issued to each such holder shall be determined by multiplying (a) the aggregate number of SCG Warrants to be issued by (b) the number obtained by dividing (i) the aggregate number of PTR Common Shares held of record by Aggregate Warrant Coverage (as determined immediately following the holder and issuable upon conversion of all PTR Series A Preferred Shares held of record by the holderInitial Closing), in each case as of the close of business on the Warrant Issuance Record Date, multiplied by (ii) a fraction the numerator of which is the total principal amount of the Note purchased by such Investor pursuant to this Agreement at the Initial Closing, and the denominator of which is the Existing Principal Amount (as determined immediately following the Initial Closing), rounded down to the nearest whole share. (b) At each Additional Closing, the Company shall sell and issue to each Investor purchasing a Note at such Additional Closing, a Warrant. Each Warrant issued hereunder shall be exercisable into that number of PTR Common Shares outstanding Warrant Stock that is equal to (other than those owned by SCGi) and issuable upon conversion of all PTR Series A Preferred Shares outstanding the Aggregate Warrant Coverage (other than those owned by SCGas determined immediately following the applicable Additional Closing), in each case as multiplied by (ii) a fraction the numerator of which is the total principal amount (excluding any increase thereto for PIK interest) of the close Note purchased by such Investor pursuant to this Agreement at such Additional Closing, and the denominator of business on which is the Warrant Issuance Record Date. No certificates or scrip representing fractional SCG Warrants shall be issued in connection with Existing Principal Amount (as determined immediately following the Warrant Issuance. The Warrant Issuance Agreement shall contain appropriate provision to aggregate and sell all fractional SCG Warrants and remit the net proceeds applicable Additional Closing), rounded down to the PTR shareholders who would otherwise be entitled nearest whole share. (c) Immediately following the Second Period, the Company shall sell and issue to each Investor a Warrant exercisable into that number of Warrant Stock that is equal to (x) (i) the Aggregate Warrant Coverage (as determined immediately following the Second Period), multiplied by (ii) a fraction the numerator of which is the total principal amount (excluding any increase thereto for PIK interest) of the Notes purchased by such fractions. The Warrant Issuance shall be made Investor pursuant to and in accordance with the procedures set forth in the Warrant Issuance Agreement. The Warrant Issuance shall not occur unless and until all of the conditions set forth in this Agreement have been satisfied or waived (as determined immediately following the Second Period), and the mergers described in Section 2.1 have been consummateddenominator of which is the Existing Principal ▇▇▇▇▇▇ (as determined immediately following the Second Period), less (y) such Investor’s Accumulated Warrant Stock (as determined immediately following the Second Period), rounded down to the nearest whole share.