Common use of Put Rights Clause in Contracts

Put Rights. The Holder shall have the right, but not the obligation, to put (“Put Option”) some or all of this Warrant or the Warrant Shares to the Company upon the earliest to occur of (a) the second anniversary of the Original Issue Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) the sale, liquidation or other disposition of the whole or a significant portion of the assets of, or equity in, the Company. The put price (the “Put Price”) per Warrant Share shall be the greater of (x) the Minimum Put Price and (y) the Fair Market Value of the Warrant Shares issuable upon exercise of this Warrant less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1 and (c) if the Put Option is being exercised following a Change of Control, the highest price paid per share of Common Stock transferred in the Change of Control transaction less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5.

Put Rights. The (a) In addition and not in limitation of the Holder’s rights pursuant to Section 9(c), at any time following (i) the repayment of the Notes prior to the Maturity Date, (ii) an Event of Default (as defined in the Purchase Agreement) that continues uncured (if at such time any portion of the Notes remains outstanding), or (iii) the Maturity Date (each a “Put Trigger Event” and the date of the occurrence of a Put Trigger Event, the “Put Trigger Date”), the Holder shall have the right, but not the obligation, upon five (5) Trading Days’ prior written notice to put (“Put Option”) some or all of the Company, to require the Company to purchase this Warrant or the Holder’s Warrant Shares for a purchase price in cash equal to the Company upon the earliest to occur product of (ai) the second anniversary of the Original Issue Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) the sale, liquidation or other disposition of the whole or a significant portion of the assets of, or equity in, the Company. The put price (the “Put Price”) per Warrant Share shall be the greater of (A) the Closing Price on the Put Trigger Date and (B) the Common Equity Value Per Share on the Put Trigger Date, less in each instance the Exercise Price in the case of a purchase of all or any unexercised portion of this Warrant (the amount determined by the foregoing (i), the “Per-Share Target Price”); multiplied by (ii) the number of Warrant Shares covered by the unexercised portion hereof or to be sold hereunder (such product, the “Target Price”); provided, however, that the rights provided to the Holder shall not be exercisable in the event that (x) the Minimum Closing Price is greater than the Per-Share Target Price on each of the forty-five (45) Trading Days prior to the Put Price Trigger Date, and (y) the Fair Common Stock is listed on an Eligible Market Value from and after the Put Trigger Date and the nature of the Warrant Shares issuable upon exercise of this Warrant less Put Triggering Event does not foreclose the Exercise Price payable upon the exercise continued listing of the unexercised portion Company’s Shares. The Per-Share Target Price and Target Price shall in all cases be determined without giving effect to any deductions for (x) liquidity considerations, (y) minority shareholder status, or (z) any liquidation or other preference or any right of this Warrant being put under this Section 4.1 and (c) if the Put Option is being exercised following a Change redemption in favor of Control, the highest price paid per share of Common Stock transferred in the Change of Control transaction less the Exercise Price payable upon the exercise any other equity securities of the unexercised portion of this Warrant being put under this Section 4.1. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5Company.

Put Rights. The Holder shall have the right, but not the obligation, to put (“Put Option”) some or all of this Warrant or the Warrant Shares to the Company upon the earliest to occur of (a) 180 days prior to the second anniversary of the Original Issue Expiration Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) the sale, liquidation or other disposition of the whole or a significant portion of the assets of, or equity in, the Company. The put price for each Warrant Share issued or issuable upon exercise of this Warrant (the “Put Price”) per Warrant Share shall be the greater of (x) the Minimum Put Price and Price; provided that if the Put Option is exercised prior to the Exercise Period Commencement Date, then $60,000 for the entire Warrant, (y) the Fair Market Value of the Warrant Shares issuable upon exercise of this Warrant less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1 and (c) if the Put Option is being exercised following a Change of Control, the highest price paid per share of Common Stock transferred in the Change of Control transaction less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1Warrant. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5.

Put Rights. The (a) In addition and not in limitation of the Holder’s rights pursuant to Section 9(c), at any time upon or following the earlier of (w) the occurrence of a Change of Control (as defined in the Purchase Agreement), (x) the repayment of the outstanding Notes in full prior to the Maturity Date, (y) the occurrence of an Event of Default and such Event of Default is continuing and has not been cured, provided that any portion of the Notes is then outstanding, or (z) the Maturity Date (each of (w)-(z), a “Put Trigger Event” and the date of the occurrence of a Put Trigger Event, the “Put Trigger Date”), the Holder shall have the right, but not the obligation, upon five (5) Trading Days’ prior written notice to put (“Put Option”) some or all of the Company, to require the Company to purchase this Warrant or the Holder’s Warrant Shares for a purchase price in cash equal to the Company upon the earliest to occur product of (ai) the second anniversary of the Original Issue Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) the sale, liquidation or other disposition of the whole or a significant portion of the assets of, or equity in, the Company. The put price (the “Put Price”) per Warrant Share shall be the greater of (A) the Closing Price on the Put Trigger Date and (B) the Common Equity Value Per Share on the Put Trigger Date, less in each instance the Exercise Price in the case of a purchase of all or any unexercised portion of this Warrant (the amount determined by the foregoing (i), the “Per-Share Target Price”); multiplied by (ii) the number of Warrant Shares covered by the unexercised portion hereof or to be sold hereunder (such product, the “Target Price”); provided, however, that the rights provided to the Holder shall not be exercisable in the event that (x) the Minimum Closing Price is greater than the Per-Share Target Price on each of the forty-five (45) Trading Days prior to the Put Price Trigger Date, and (y) the Fair Common Stock is listed on an Eligible Market Value from and after the Put Trigger Date and the nature of the Warrant Shares issuable upon exercise of this Warrant less Put Triggering Event does not foreclose the Exercise Price payable upon the exercise continued listing of the unexercised portion Company’s Shares. The Per-Share Target Price and Target Price shall in all cases be determined without giving effect to any deductions for (x) liquidity considerations, (y) minority shareholder status, or (z) any liquidation or other preference or any right of this Warrant being put under this Section 4.1 and (c) if the Put Option is being exercised following a Change redemption in favor of Control, the highest price paid per share of Common Stock transferred in the Change of Control transaction less the Exercise Price payable upon the exercise any other equity securities of the unexercised portion of this Warrant being put under this Section 4.1. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5Company.

Put Rights. The Holder Notwithstanding any other provisions of this Agreement, following February 6, 2021, the BR Member, on behalf of itself and the BR Equityholders (to the extent such BR Equityholder own directly any portion of the Retained Equity) and/or their respective Permitted Transferees (collectively, the “Put Sellers”), shall have a continuing and perpetual option and right subject in all cases to the right, but not the obligationterms of this Section 9.8, to put deliver an irrevocable written notice of election to the TPC Member (such notice, a “Put Election” and the transaction resulting from any Put Election, a “Put Option”) some or all of this Warrant or to initiate the Warrant Shares to purchase by (at the TPC Member’s sole election) the TPC Member, the Company upon the earliest to occur or any of (a) the second anniversary of the Original Issue Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) the sale, liquidation or other disposition of the whole or a significant portion of the assets of, or equity in, the Company. The put price their respective Affiliates (the “Put PricePurchaser”) per Warrant Share from the Put Sellers of all, but not less than all, of the Units owned by the Put Sellers (the “Put Units”) for an amount equal to the Put and Call Price. Subject to Section 9.9, the Put and Call Price may be paid, at the election of the Put Purchaser, in the form of readily available funds or shares of Issuer Common Stock or a combination of both. Within fifteen (15) days following the TPC Member’s receipt of the Put Election, the TPC Member shall prepare and deliver to the BR Member a written notice which shall (the “Put Notice”) (i) specify the identity of the Put Purchaser, (ii) include a calculation of the EBITDA attributable to the Put and Call Price, (iii) include a calculation of the Put and Call Price to be paid to the greater of (x) Put Sellers for the Minimum Put Price Units and (yiv) the Fair Market Value specify what portion of the Warrant Shares issuable upon exercise of this Warrant less the Exercise Put and Call Price payable upon the exercise will be paid in cash and what portion of the unexercised portion Put and Call Price will be paid in shares of this Warrant being put under this Section 4.1 and (c) if Issuer Common Stock subject to the closing of the Put Option is being exercised following a Change within thirty (30) days of Controlthe delivery of the Put Notice. Following the delivery of the Put Notice, the highest price paid per share TPC Member shall provide and cause the Company to provide to the BR Member (on behalf of Common Stock transferred the Put Sellers) with reasonable access, during normal business hours and upon reasonable advance notice, to the personnel, properties, books and records of the Company to the extent reasonably necessary for the BR Members review the calculations set forth in the Change of Control transaction less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5Notice.

Put Rights. The Holder Notwithstanding any other provisions of this Agreement, following February 6, 2021, the BR Member, on behalf of itself and the BR Equityholders (to the extent such BR Equityholder own directly any portion of the Retained Equity) and/or their respective Permitted Transferees (collectively, the “Put Sellers”), shall have a continuing and perpetual option and right subject in all cases to the right, but not the obligationterms of this Section 9.8, to put deliver an irrevocable written notice of election to the TPC Member (such notice, a “Put Election” and the transaction resulting from any Put Election, a “Put Option”) some or all of this Warrant or to initiate the Warrant Shares to purchase by (at the TPC Member’s sole election) the TPC Member, the Company upon the earliest to occur or any of (a) the second anniversary of the Original Issue Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) the sale, liquidation or other disposition of the whole or a significant portion of the assets of, or equity in, the Company. The put price their respective Affiliates (the “Put PricePurchaser”) per Warrant Share from the Put Sellers of all, but not less than all, of the Units owned by the Put Sellers (the “Put Units”) for an amount equal to the Put and Call Price. Subject to Section 9.9, the Put and Call Price may be paid, at the election of the Put Purchaser, in the form of readily available funds or shares of Issuer Common Stock or a combination of both. Within fifteen (15) days following the TPC Member’s receipt of the Put Election, the TPC Member shall prepare and deliver to the BR Member a written notice which shall (the “Put Notice”) (i) specify the identity of the Put Purchaser, (ii) include a calculation of the EBITDA attributable to the Put and Call Price, (iii) include a calculation of the Put and Call Price to be paid to the greater of (x) Put Sellers for the Minimum Put Price Units and (yiv) the Fair Market Value specify what portion of the Warrant Shares issuable upon exercise of this Warrant less the Exercise Put and Call Price payable upon the exercise will be paid in cash and what portion of the unexercised portion Put and Call Price will be paid in shares of this Warrant being put under this Section 4.1 and (c) if Issuer Common Stock subject to the closing of the Put Option is being exercised following a Change within thirty (30) days of Controlthe delivery of the Put Notice. Following the delivery of the Put Notice, the highest price paid per share TPC Member shall provide and cause the Company to provide to the BR Member (on behalf of Common Stock transferred the Put Sellers) with reasonable access, during normal business hours and upon reasonable advance notice, to the personnel, properties, books and records of the Company to the extent reasonably necessary for the BR Members review the calculations set forth in the Change of Control transaction less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1Put Notice. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5.(b)

Put Rights. The Holder (a) Upon termination of a Management Investor's employment, consultancy or directorship with Packard or any of its subsidiaries due to death, Disability, Retirement of the Management Investor or due to the circumstances described in clause (b) of the definition of Involuntary Termination with respect to such Management Investor (any of the foregoing, a "Put Event") in each case prior to the earlier of an Initial Public Offering and the tenth anniversary of the Closing, such Management Investor and his Permitted Transferees shall have the rightright (the "Put Right"), exercisable by delivery of a written notice (the "Put Notice") to Packard within a period of 180 calendar days after the date of occurrence of the Put Event (subject to extension for up to three months in the event that Packard is legally prohibited or contractually prohibited, by virtue of its, or any of its subsidiaries', debt or other contractual obligations, from honoring a Put Right) (the "Put Notice Period"), to require Packard to purchase all, but not less than all, of the obligationManagement Shares owned by such Management Investor or his or her Permitted Transferees (the "Put Shares") and all vested options to purchase Shares held by such Management Investor or Management Investor's Permitted Transferees (the "Put Options") on the date of the occurrence of the Put Event at a price per Put Share or Put Option equal to the Share Put Price (as defined below) or Option Put Price (as defined below), respectively, and upon receipt of such notice Packard shall purchase such Put Shares and Put Options, subject to put (“Put Option”) some or all the terms hereof. For purposes of this Warrant or Section 3.1, the Warrant term "Share Put Price" shall mean the Fair Value Price of the Put Shares on the date of occurrence of such Put Event, all calculations described in this sentence to be made on a per Share basis. For purposes of this Section 3.1, the term "Option Put Price" of any Put Options sold pursuant to the Company upon the earliest to occur of (a) the second anniversary exercise of the Original Issue Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) Put Right shall mean the sale, liquidation or other disposition product of the whole or a significant portion number of the assets of, or equity in, the Company. The put price (the “Put Price”) per Warrant Share shall be the greater of (x) the Minimum Put Price and (y) the Fair Market Value of the Warrant Shares issuable upon exercise of this Warrant less a Management Investor's then-vested Put Options times the Exercise difference, if positive (if negative such price shall be equal to zero), between (i) the Share Put Price payable upon and (ii) the exercise price of the unexercised portion of this Warrant being put under this Section 4.1 and (c) if the each Put Option is being exercised following a Change of Control, the highest price paid per share of Common Stock transferred in the Change of Control transaction less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5Option.

Put Rights. The Holder shall If a Put Event (defined below) occurs at any time prior to an initial public offering of the Company, then within 30 days of such Put Event, Buyer’s stockholders will have the right, but not the obligation, to put (“Put Option”) some or all of this Warrant or the Warrant Shares to the Company upon the earliest to occur of (a) the second anniversary of the Original Issue Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) the sale, liquidation or other disposition of the whole or a significant portion of the assets of, or equity in, the Company. The put price right (the “Put PriceRight”), exercisable by written notice to Seller, to put all, but not less than all, the stock of Buyer to Seller within 60 days thereafter (subject to extension for an additional 60 days in the event of an extended regulatory review) per Warrant Share at the greater of (A) a 25% IRR on such investment, measured as of immediately following the Seller Event, and (B) 1.5x of Buyer’s original purchase price for the Class A Units (less any distributions, other than quarterly tax distributions, made as of such date) plus $30.0 million. Buyer’s stockholders will be wholly responsible for any taxes associated with the exercise of the Put Right. In the event the Put Right is exercised by Buyer, but payment is not made by Seller within 60 days following the date of exercise, then, in addition to all other remedies available to Buyer at law or equity, all of Seller’s Class B Units shall be forfeited without the greater payment of any consideration therefor unless the Bank in good faith is disputing the right of Buyer to exercise the Put Right, in which event no forfeiture shall occur until the dispute is settled so that the forfeiture is applicable. A “Put Event” shall mean any of the following: (i) during the first 12 months following Closing, either (x) a Government Investment or (y) a Non-Competitor COC occurs and (ii) any change in two of Seller’s 3 designees on the Steering Committee unless (i) such change is due to the death or disability of such designee, (ii) such change is due to a voluntary resignation that occurs more than 9 months from the Government Investment or Non-Competitor COC, or (iii) any of the 2 Approved Replacements is designated to the Steering Committee as replacements for such designees; or (ii) during the period from Closing until the earlier of (x) the Minimum Put Price last day of the 54th month following Closing, and (y) the Fair Market Value date on which Buyer has sold, directly or indirectly (in one or more transactions), more than 50% of its Units held by it (or its affiliates) at Closing, a Competitor COC occurs; or (iii) during the Warrant Shares issuable upon exercise of this Warrant less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1 and (c) if the Put Option is being exercised first two years following Closing, a Change of Control, the highest price paid per share of Common Stock transferred in the Change of Control transaction less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5Seller Bankruptcy Event occurs.