Common use of Warrants Clause in Contracts

Warrants. (a) On the Execution Date, in connection with the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCo, and the exercise price paid by PubCo shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCo.

Warrants. (a) On the Execution Date, in connection with the transactions contemplated by the Transaction Agreement, the Company has issued All warrants to purchase Common Units (the “Company Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the outstanding that are exercisable for shares of Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant AgreementCommon Stock, the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued Company Warrants that in connection with such exercise. (b) If any holder of a warrant issued by PubCo to purchase the aggregate are exercisable for no more than 100,000 shares of Class A Company Common Stock (the “Upstairs Class A Permitted Warrants”), shall be exercised prior to the Effective Time. If a Company Warrant is exercised, whether before or after the Effective Time, the holder thereof may elect to relinquish a portion of the shares (having equivalent value) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting subject to such exercise Warrant in lieu of paying the same manner, i.e., by payment of a cash exercise price for shares received upon such exercise. At the Effective Time, the Permitted Warrants shall, by virtue of the Merger and without any further action on the part of Company or on the holder thereof, be assumed by Parent. From and after the Effective Time, all references to Company in the Permitted Warrants and the agreements governing the Permitted Warrants shall be deemed to refer to Parent. Each Company Permitted Warrant assumed by Parent (each, a cashless basis“Substitute Warrant”) shall be exercisable upon the same terms and conditions as under the agreement governing such warrant, except that (A) each such Substitute Warrant shall be immediately exercisable for, and represent the right to acquire, that whole number of a Warrant with similar terms held by it, such that shares of Parent Common Stock (rounded down to the nearest whole share) equal to the number of shares of Class A Company Common Stock issued in connection with the exercise of subject to such Upstairs Class A Substitute Warrant shall equal the number of Common Units issued multiplied by the Company pursuant to the Warrant Agreement with PubCo, Exchange Ratio and (B) the exercise price paid by PubCo per share of Parent Common Stock shall be an amount equal to the exercise price paid per share of Company Common Stock subject to such Substitute Warrant in effect immediately prior to the Effective Time divided by the holder of Exchange Ratio (the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with price per share, as so determined, being rounded upward to the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubConearest full cent).

Warrants. (ai) On At the Execution DateEffective Time, all outstanding warrants issued by the Company to purchase shares of Company Common Stock (the "Company Warrants") that have not been surrendered by the holder thereof in exchange for Company Common Stock, will, at the Effective Time, be deemed be a warrant (the "Parent Warrants") to acquire the same number of shares of Parent Common Stock as the holder of such Company Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Warrants in full immediately prior to the Effective Time at a price per share of Parent Common Stock equal to the exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Warrant. Schedule 1.7(a)(i) attached hereto sets forth the name of each holder of Company Warrants, the aggregate number of shares of Company Common Stock that each such person may purchase pursuant to the exercise of his or her Company Warrants and the aggregate number of shares of Parent Common Stock that each such person may purchase upon exercise of Parent Warrants acquired pursuant to this Section 1.7(a)(i). By its signature hereunder, Parent expressly assumes the obligation to issue Parent Common Stock to the holders of Parent Warrants upon exercise thereof, in connection accordance with the provisions of this Section 1.7(a)(i). (ii) Without limiting the generality of the foregoing, the Company and the Parent shall take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this AgreementSection 1.7(a), to be issued in connection with such exercise. (b) If any holder of Parent shall take all action necessary and appropriate, on or prior to the Effective Time, to authorize and reserve a warrant issued by PubCo to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Parent Common Stock issued in connection with sufficient for issuance upon the exercise of such Upstairs Class A Warrant shall equal Parent Warrants following the number of Common Units issued Effective Time as contemplated by this Section 1.7. (c) Other than the Company pursuant Warrants, all options, warrants and rights to purchase Company Common Stock outstanding as of the Warrant Agreement with PubCoEffective Date will be exercised or terminated prior to or effective upon the Effective Time, and the exercise price paid by PubCo neither Parent nor Acquisition Corp. shall be equal assume or have any obligation with respect to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemedoptions, the Company will redeem a Warrant with similar terms held by PubCowarrants or rights.

Warrants. (a) On As additional compensation for the Execution Date, in connection with the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreementservices performed hereunder, the Company shall issue to PubCo the number of Common UnitsHCW or its designees at each Closing, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo to purchase shares of Class A Common Stock warrants (the “Upstairs Class A HCW Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees to purchase that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock issued underlying any Convertible Securities sold in connection with the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such Upstairs Class A Warrant rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall equal be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Common Units issued by Shares underlying the Company pursuant to the Warrant Agreement with PubCo, and the exercise price paid by PubCo HCW Warrants shall be equal reduced if necessary to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection comply with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoFINRA rules or regulations.

Warrants. (ai) On At the Execution DateEffective Time, all outstanding warrants issued by the Company to purchase shares of Company Common Stock (the “Company Warrants”) that have not been surrendered by the holder thereof in exchange for Company Common Stock, will, at the Effective Time, be deemed be a warrant (the “Parent Warrants”) to acquire the same number of shares of Parent Common Stock as the holder of such Company Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Warrants in full immediately prior to the Effective Time at a price per share of Parent Common Stock equal to the exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Warrant. Schedules 2.10 and 1.7(a)(i) attached hereto set forth the name of each holder of Company Warrants, the aggregate number of shares of Company Common Stock that each such person may purchase pursuant to the exercise of his or her Company Warrants and the aggregate number of shares of Parent Common Stock that each such person may purchase upon exercise of Parent Warrants acquired pursuant to this Section 1.7(a)(i). By its signature hereunder, Parent expressly assumes the obligation to issue Parent Common Stock to the holders of Parent Warrants upon exercise thereof, in connection accordance with the provisions of this Section 1.7(a)(i). (ii) Without limiting the generality of the foregoing, the Company and the Parent shall take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this AgreementSection 1.7(a), to be issued in connection with such exercise. (b) If any holder of Parent shall take all action necessary and appropriate, on or prior to the Effective Time, to authorize and reserve a warrant issued by PubCo to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Parent Common Stock issued in connection with sufficient for issuance upon the exercise of such Upstairs Class A Warrant shall equal Parent Warrants following the number of Common Units issued Effective Time as contemplated by this Section 1.7. (c) Other than the Company pursuant Warrants, all options, warrants and rights to purchase Company Common Stock outstanding as of the Warrant Agreement with PubCoEffective Date will be exercised or terminated prior to or effective upon the Effective Time, and the exercise price paid by PubCo neither Parent nor Acquisition Corp. shall be equal assume or have any obligation with respect to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemedoptions, the Company will redeem a Warrant with similar terms held by PubCowarrants or rights.

Warrants. (a) On the Execution Datedate hereof, in connection with the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo Vivid Seats and TopCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company Company, on the one hand, and PubCo Vivid Seats and Topco, as applicable, on the other hand, as of the Execution Datedate hereof. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo Vivid Seats or TopCo, as applicable, the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo Vivid Seats to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo Vivid Seats agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the match with a corresponding number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCoVivid Seats, and the exercise price paid by PubCo Vivid Seats shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo Vivid Seats agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoVivid Seats. (c) If Topco exercises a Warrant, then TopCo agrees that it shall cause a corresponding exercise of a warrant issued by Vivid Seats to purchase shares of Class B Common Stock (the “Upstairs Class B Warrants”) held by it, such that the number of Common Units issued by the Company pursuant to the Warrant Agreement with TopCo shall match a corresponding number of shares of Class B Common Stock issued in connection with the exercise of such Upstairs Class B Warrant. TopCo agrees that it will not exercise any Upstairs Class B Warrants other than in connection with the corresponding exercise of a Warrant. In the event a Warrant held by Topco is redeemed, Vivid Seats will redeem an Upstairs Class B Warrant held by Topco.

Warrants. (a) On Each Warrant that has an exercise price of equal to or greater than the Execution Date, in connection with the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number cash amount payable per share of Common Units, free and clear of all Liens (Stock shall be cancelled at the Effective Time without payment or other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exerciseconsideration. (b) If any holder of a warrant issued by PubCo Any right to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of receive a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCoSeries B Preferred Stock, and the exercise price paid by PubCo Series D Preferred Stock or Convertible Notes shall be cancelled at the Effective Time. (c) Immediately prior to the Effective Time, all other outstanding Warrants (other than any Warrants (or right to receive a Warrant) that are governed by Sections 2.6 (a) and (b) above), shall be cancelled and, in lieu thereof, as soon as reasonably practicable as of or after the Effective Time, the holders of such Warrants shall receive a cash payment from the Paying Agent equal to the excess of the aggregate cash amount that would be paid with respect to the Existing Shares subject to such Warrants, if the Warrants were exercised, over the aggregate exercise price paid with respect to such Warrants, as reduced by any required withholding of taxes. (d) Prior to the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemedEffective Time, the Company will redeem a Warrant with similar shall (i) take all reasonable steps necessary to cause the Warrants, if any, to be terminated on or prior to the Effective Time and to otherwise make any amendments to the terms of such Warrants that are necessary to give effect to the transactions contemplated by this Agreement, and (ii) use all reasonable and necessary efforts to obtain at the earliest practicable date all written consents from holders of Warrants to effect the cancellation of such holder's Warrants to take effect at the Effective Time. (e) Notwithstanding any provision in this Section 2.6 to the contrary, Warrants held by PubCotwo members of management of the Company that do not exceed an aggregate value of $155,000 may not be cancelled in the Merger and may remain outstanding as continuing obligations of the Surviving Corporation.

Warrants. (a) On the Execution Effective Date, in connection with the transactions contemplated by the Transaction Purchase Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger Managing Member pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo the Managing Member as of the Execution Effective Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the Managing Member the number of Common Units, free and clear of all Liens (liens and encumbrances other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. . Excluding warrants, options or similar instruments governed by Section 4.14 (b) If the “Excluded Instruments”), which shall be governed by such section, in the event any holder of a warrant issued by PubCo (other than an Excluded Instrument) to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo the Managing Member agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the match with a corresponding number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCoAgreements, and the exercise price paid by PubCo shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo Managing Member agrees that it will shall not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will shall redeem a Warrant with similar terms held by PubCothe Managing Member.

Warrants. (a) On the Execution Effective Date, in connection with the transactions contemplated by the Transaction Agreement, the Company Partnership has issued warrants to purchase Common Units (the “Warrants”) to PubCo CF Intermediate as set forth on the Unit Ownership Ledger Exhibit B hereto pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company Partnership and PubCo CF Intermediate as of the Execution Effective Date. Upon the valid exercise of a Warrant in accordance with the applicable a Warrant Agreement, the Company Partnership shall issue to PubCo the party exercising such Warrant the number of Common Units, free and clear of all Liens (liens and encumbrances other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. . Excluding warrants, options or similar instruments governed by Section 3.12 (b) If the “Excluded Instruments”), which shall be governed by such section, in the event any holder of a warrant issued by PubCo (other than an Excluded Instrument) to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees the Corporation and CF Intermediate each agree that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by itCF Intermediate, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the match with a corresponding number of Common Units issued by the Company Partnership pursuant to the a Warrant Agreement with PubCo, Agreement. The Corporation and the exercise price paid by PubCo shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees CF Intermediate each agree that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company Partnership will redeem a Warrant with similar terms held by PubCoCF Intermediate.

Warrants. (a) On Following the Execution Effective Date, in connection with the transactions contemplated by parties agree to exercise their best efforts to agree upon the Transaction Agreement, the Company has issued warrants issuance to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder Third Wave of a warrant issued by PubCo to purchase 125,000 shares of Class A Endogen's Common Stock (the “Upstairs Class A "Warrants”") exercises at an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basisof six dollars ($6.00) per share pursuant to the terms and conditions of a Warrant Agreement mutually acceptable to the parties. Third Wave hereby represents and warrants to Endogen that: (i) it is an "accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Warrants; (ii) it has sufficient knowledge and experience in investing in companies similar to Endogen in terms of its stage of development so as to be able to evaluate the risks and merits of its investment in Endogen and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss Endogen's business, management and financial affairs with similar terms held Endogen's management; (iv) the Warrants being purchased by it, such that it are being acquired for its own account for the number purpose of shares of Class A Common Stock issued investment and not with a view to or for sale in connection with any distribution thereof; and (v) it understands that the Warrants and shares of Endogen's Common Stock issuable upon exercise of such Upstairs Class A Warrant shall equal the number Warrants have not been registered under the Securities Act by reason of Common Units issued by their issuance in a transaction exempt from the Company registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Warrant Agreement with PubCoSecurities Act, that upon exercise of the Warrants, the shares of Endogen's Common Stock issuable upon exercise of the Warrants must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, that the Warrants and shares of Endogen's Common Stock issuable upon exercise of the Warrants will bear a legend to such effect, and the exercise price paid by PubCo shall be equal that Endogen will make a notation on its transfer books to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoeffect.

Warrants. (a) On the Execution Effective Date, in connection with the transactions contemplated by the Transaction Purchase Agreement, the Company has issued warrants to purchase Common Class A Units (the “Warrants”) to PubCo the Managing Member as set forth on the Unit Ownership Ledger Exhibit B hereto pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo the Managing Member as of the Execution Effective Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the Managing Member the number of Common Class A Units, free and clear of all Liens (liens and encumbrances other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. . Excluding warrants, options or similar instruments governed by Section 4.12 (b) If the “Excluded Instruments”), which shall be governed by such section, in the event any holder of a warrant issued by PubCo (other than an Excluded Instrument) to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo the Managing Member agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Warrant shall match with a corresponding number of Class A Warrant shall equal the number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCo, and the exercise price paid by PubCo shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A WarrantAgreements. PubCo The Managing Member agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCo.than

Warrants. (a) On As additional compensation for the Execution Date, in connection with the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreementservices performed hereunder, the Company shall issue to PubCo the number of Common UnitsHCW or its designees at each Closing, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo to purchase shares of Class A Common Stock warrants (the “Upstairs Class A HCW Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees to purchase that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock issued underlying any Convertible Securities sold in connection with the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” or short-term warrant granted to the investors, if and when such Upstairs Class A Warrant rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes or short-term warrant (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” or short-term warrant shall equal be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Common Units issued by Shares underlying the Company pursuant to the Warrant Agreement with PubCo, and the exercise price paid by PubCo HCW Warrants shall be equal reduced if necessary to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection comply with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoFINRA rules or regulations.

Warrants. (a) On the Execution Effective Date, in connection with the transactions contemplated by the Transaction Purchase Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo the Managing Member as set forth on the Unit Ownership Ledger Exhibit B hereto pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo the Managing Member as of the Execution Effective Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the Managing Member the number of Common Units, free and clear of all Liens (liens and encumbrances other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. . Excluding warrants, options or similar instruments governed by Section 4.12 (b) If the “Excluded Instruments”), which shall be governed by such section, in the event any holder of a warrant issued by PubCo (other than an Excluded Instrument) to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo the Managing Member agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the match with a corresponding number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCoAgreements, and the exercise price paid by PubCo shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo Managing Member agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCothe Managing Member.

Warrants. (a) On As additional compensation for the Execution Date, in connection with the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreementservices performed hereunder, the Company shall issue to PubCo the number of Common UnitsHCW or its designees at each Closing, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo to purchase shares of Class A Common Stock warrants (the “Upstairs Class A HCW Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees to purchase that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A common stock of the Company (“Shares”) equal to 7% of the aggregate number of Shares placed in the applicable Placement (or, if Convertible Securities, shares of Common Stock issued underlying any Convertible Securities sold in connection with the applicable Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in such Upstairs Class A Warrant Placement) and, in the event there is an “oversubscription option” or “greenshoe” or warrant granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes or warrant (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” or warrant shall equal be required only if and when exercised, not on the closing of the applicable Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the applicable Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the applicable Placement, and further, the number of Common Units issued by Shares underlying the Company pursuant to the Warrant Agreement with PubCo, and the exercise price paid by PubCo HCW Warrants shall be equal reduced if necessary to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection comply with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoFINRA rules or regulations.

Warrants. (a) On At the Execution DateEffective Time, in connection with each Company Warrant outstanding as of the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as Effective Time and set forth on the Unit Ownership Ledger Schedule 2.11(a) shall be exchangeable pursuant to warrant agreements Section 2.12 hereof into Acquiror Warrants to purchase a number of shares of Acquiror Common Stock equal to (the “Warrant Agreements”i) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number of shares of Company Common UnitsStock that could have been purchased upon the full exercise of such Company Warrant multiplied by (ii) the Conversion Ratio, free and clear rounded down to the nearest whole share. For each share of all Liens (other than those arising under applicable securities laws and this Agreement), Acquiror Common Stock to be issued received upon the exercise of such Acquiror Warrants, the exercise price shall be an amount equal to (x) the exercise price for acquiring one share of Company Common Stock under the applicable Company Warrant divided by (y) the Conversion Ratio, rounded up to the nearest cent. Except as described above, each Acquiror Warrant will be evidenced by a Warrant Agreement substantially in connection with such exercisethe form attached hereto as Exhibit G. Attached as Annex E is an example of the calculation of the set forth in this Section 2.11(a) related to the conversion of a Company Warrant. Any Company Warrant that is not set forth on Schedule 2.11(a) shall not be exchangeable for or otherwise converted into an Acquiror Warrant, but shall instead be cancelled and shall be no longer in force or effect. (b) If At or prior to the Effective Time, and subject to the review and approval of the Acquiror, the Company shall take all actions necessary for the Company to effect the transactions contemplated by this Section 2.11 relating to the Company Warrants (whether written or oral, formal or informal), including delivering all notices, obtaining all necessary Consents from the holders of Company Warrants, and causing the Company Board and the compensation committee of the Company Board, as applicable to adopt any holder resolutions and take any other such actions. Materials to be submitted to the holders of a warrant issued by PubCo to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued Company Warrants in connection with the exercise of such Upstairs Class A Warrant any notice required under this Section 2.11 shall equal the number of Common Units issued be subject to review and approval by the Company pursuant to the Warrant Agreement with PubCo, and the exercise price paid by PubCo shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoAcquiror.

Warrants. Except with respect to the Company Warrants issued to Square 1 Bank which are included in Company Debt, at the Effective Time, each then-outstanding Company Warrant shall be cancelled as follows: (a) On in the Execution Date, in connection with case of a Company Warrant having a per share exercise price less than the transactions contemplated by the Transaction Agreement, Applicable Per Share Consideration of the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Capital Stock underlying such Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it such Company Warrant shall cause a corresponding exercise be cancelled in exchange for the right to receive from the Paying Agent for each share of Company Capital Stock subject to such Company Warrant immediately prior to the Effective Time an amount (including by effecting such exercise subject to any applicable withholding Tax) in cash equal to the same manner, i.e., by payment product of a cash exercise price or on a cashless basis(i) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Company Capital Stock issued in connection with subject to such Company Warrant immediately prior to the Effective Time and (ii) the amount by which the Applicable Per Share Merger Consideration of the Company Capital Stock underlying such Company Warrant exceeds the per share exercise price of such Upstairs Class A Company Warrant; or (b) in the case of any Company Warrant having a per share exercise price equal to or greater than the Applicable Per Share Merger Consideration, such Company Warrant shall equal be cancelled without the number payment of Common Units issued by cash or issuance of other securities in respect thereof. The cancellation of a Company Warrant as provided in the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Company Warrant. The aggregate amount paid or payable in respect of the cancellation of the Company pursuant Warrants as set forth in this Section 1.9 is referred to herein as the “Warrant Consideration.” The Warrant Consideration shall be paid from the Merger Consideration. At or prior to the Warrant Agreement with PubCo, and the exercise price paid by PubCo shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemedClosing, the Company will redeem a Warrant with similar terms held by PubCoand its Board of Directors shall adopt any resolutions and take any actions that are necessary to effectuate the provisions of this Section 1.9.

Warrants. (a) On the Execution Effective Date, in connection with the transactions contemplated by the Transaction Purchase Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo the Managing Member as set forth on the Unit Ownership Ledger Exhibit B hereto pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo the Managing Member as of the Execution Effective Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the Managing Member the number of Common Units, free and clear of all Liens (liens and encumbrances other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. . Excluding warrants, options or similar instruments governed by Section 4.12 (b) If the “Excluded Instruments”), which shall be governed by such section, in the event any holder of a warrant issued by PubCo (other than an Excluded Instrument) to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo the Managing Member agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the match with a corresponding number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCo, and Agreements. the exercise price paid by PubCo shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo Managing Member agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCothe Managing Member.

Warrants. (a) On Prior to the Execution Date, in connection with the transactions contemplated by the Transaction Agreementdate hereof, the Company shall cause each Company Warrant that is outstanding and unexercised as of the date of this Agreement to be terminated as of immediately prior to the date hereof pursuant to a warrant cancellation agreement in the form of Exhibit E attached hereto (each, a “Warrant Cancellation Agreement”). Neither the Buyer nor the Company following Closing will assume any Company Warrant that is outstanding immediately prior to the date hereof, whether or not then exercisable, and the Company will take any and all action necessary or appropriate to cause all Company Warrants to be terminated prior to the date hereof. In order to receive payment for a Company Warrant, each holder of a Company Warrant must provide the Buyer with a duly completed and validly executed Warrant Cancellation Agreement and each Company Warrant. Each holder of a Company Warrant that has issued warrants delivered to purchase the Company a duly executed Warrant Cancellation Agreement and each Company Warrant covered thereby, will receive with respect to each Company Warrant, at Closing an amount in cash equal to the consideration per share of Common Units (Stock payable from the “Warrants”Estimated Closing Payment provided in Section 1.1(c)(i) to PubCo as and set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCo, and Payment Spreadsheet less the exercise price paid by PubCo shall be of each such Company Warrant plus (y) in each case, when, if and to the extent payable hereunder, (A) an amount in cash, without interest, equal to the exercise price paid by the holder portion of the Upstairs Class A Warrant exercising Earn Out Payment payable to such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than holder on the updated Payment Spreadsheet pursuant to Section 1.7(b)(i), plus (B) an amount in connection with cash, without interest, equal to the corresponding exercise portion of the Adjustment Amount payable to such holder on the updated Payment Spreadsheet pursuant to Section 1.5, if any, plus (C) an Upstairs Class A Warrant. In amount in cash, without interest, equal to the event an Upstairs Class A Warrant is redeemedportion of the Holdback Release Amount, if any, payable to such holder on the Company will redeem a Warrant with similar terms held by PubCoupdated Payment Spreadsheet pursuant to Section 1.2(b), if any.

Warrants. Within three (a3) On days of each closing of the Execution Date, in connection with Offering and receipt and acceptance of the transactions contemplated Offering proceeds by the Transaction AgreementCompany, the Company has issued will issue to Shemano warrants to purchase Common Units (the “Warrants”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and PubCo as of the Execution Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock common stock of the Company equal to 15% of the shares of common stock issued and sold in connection with the exercise Offering or issuable upon conversion of any convertible securities sold in the Offering and the subject of such Upstairs Class A Warrant closing (the “Agent’s Warrants”). The exercise price of the Agent’s Warrants shall equal the number exercise price of Common Units the warrants issued by in the Company pursuant Offering to investors; provided that if no such warrants are issued to investors in the Warrant Agreement with PubCoOffering, and the exercise price paid by PubCo of the Agent’s Warrants shall equal 130% of the price of any common stock issued and sold in the Offering or the conversion price of any convertible securities issued and sold in the Offering. The term, registration rights, and other terms of the Agent’s Warrants shall be equal identical to the warrants issued in the Offering to any Offeree, and if the Offering does not provide for the issuance of warrants, then the Agent’s Warrants issued to Shemano shall be on terms customary for the type of offering, shall have a five-year term, and contain a cashless exercise price provision commencing one (1) year following the issuance thereof if the underlying shares have not then been registered. The shares underlying the Agent’s Warrants shall be subject to equitable adjustment for stock splits, stock dividends and similar events. The shares underlying the Agent’s Warrants shall have “piggyback” registration rights for the term of the Agent’s Warrants .. For purposes of determining Shemano’s compensation under this Section 3, the aggregate gross proceeds received in the Offering(s) shall include any additional amount paid to the Company by investors upon exercise or conversion of any of the Securities or warrants , including the value allocated to any securities not issued pursuant to a “cashless exercise” or similar provision, whenever actually received by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoCompany.

Warrants. (a) On At the Execution DateEffective Time, in connection with to the transactions contemplated by extent not exercised prior to the Transaction AgreementEffective Time, the Company has issued warrants each outstanding warrant to purchase shares of Company Common Units Stock or Company Preferred Stock (the a “WarrantsCompany Warrant”) to PubCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant Agreements”) entered into between Schedule 2.7 of the Company and PubCo Disclosure Schedule hereof shall be amended as permitted under such Company Warrant to constitute a warrant to acquire such Junior Stock Merger Consideration or Preferred Stock Merger Consideration, as applicable, as the holder of such Company Warrants would have been entitled to receive in the Execution Date. Upon the valid exercise of a Merger had such holder exercised such Company Warrant in accordance with full immediately prior to the applicable Effective Time. Every other Company Warrant Agreement, shall be cancelled upon the Company shall issue to PubCo the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exerciseEffective Time. (b) If any As promptly as practicable after (1) the Effective Time in the event the Qualified Financing has occurred prior to the Effective Time or (2) the release of the Aggregate Merger Consideration from Escrow pursuant to Section 2,9, Parent shall deliver to each holder of a warrant issued by PubCo Company Warrant a notice that accurately reflects the Junior Stock Merger Consideration or Preferred Stock Merger Consideration, as applicable, each such holder is entitled to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with receive upon the exercise of such Upstairs Class A Warrant shall equal the number of Common Units issued by holder’s Company Warrant. (c) The Merger Consideration allocated to the Company pursuant Warrants shall be reserved for issuance out of the Junior Stock Merger Consideration or the Preferred Stock Merger Consideration, as applicable, by Parent for issuance upon exercise in full of all Company Warrants after the Effective Time and the Parent shall register such Parent Common Stock reserved for issuance upon the exercise of the Company Warrants on the Form S-4, but such shares shall be subject to the Warrant Agreement with PubCoLock-Up Period. Notwithstanding the foregoing, and upon the expiration of the Company Warrants, such Parent Common Stock reserved for issuance upon the exercise price paid by PubCo of the Company Warrants shall no longer be reserved and shall be equal released as treasury stock to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoParent.

Warrants. (a) On the Execution Datedate hereof, in connection with the transactions contemplated by the Transaction Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to PubCo Vivid Seats and TopCo as set forth on the Unit Ownership Ledger pursuant to warrant agreements (the “Warrant the“Warrant Agreements”) entered into between the Company Company, on the one hand, and PubCo Vivid Seats and Topco, as applicable, on the other hand, as of the Execution Datedate hereof. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to PubCo Vivid Seats or TopCo, as applicable, the number of Common Units, free and clear of all Liens (other than those arising under applicable securities laws and this Agreement), to be issued in connection with such exercise. (b) If any holder of a warrant issued by PubCo Vivid Seats to purchase shares of Class A Common Stock (the “Upstairs Class A Warrants”) exercises an Upstairs Class A Warrant, then PubCo Vivid Seats agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Class A Warrant shall equal the match with a corresponding number of Common Units issued by the Company pursuant to the Warrant Agreement with PubCoVivid Seats, and the exercise price paid by PubCo Vivid Seats shall be equal to the exercise price paid by the holder of the Upstairs Class A Warrant exercising such Upstairs Class A Warrant. PubCo ▇▇▇▇▇ Seats agrees that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Class A Warrant. In the event an Upstairs Class A Warrant is redeemed, the Company will redeem a Warrant with similar terms held by PubCoVivid Seats. (c) If Topco exercises a Warrant, then TopCo agrees that it shall cause a corresponding exercise of a warrant issued by Vivid Seats to purchase shares of Class B Common Stock (the “Upstairs Class B Warrants”) held by it, such that the number of Common Units issued by the Company pursuant to the Warrant Agreement with TopCo shall match a corresponding number of shares of Class B Common Stock issued in connection with the exercise of such Upstairs Class B Warrant. TopCo agrees that it will not exercise any Upstairs Class B Warrants other than in connection with the corresponding exercise of a Warrant. In the event a Warrant held by Topco is redeemed, Vivid Seats will redeem an Upstairs Class B Warrant held by Topco.