Common use of Call Options Clause in Contracts

Call Options. (A) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option A”) to purchase all but not less than all of the Warrants then outstanding at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option A in this Section 2.1(A) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on June 30, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) on or before June 30, 2013, of (i) all outstanding principal Obligations under the Term Loans B (as such terms are defined in the Credit Agreement); plus (ii) all outstanding, accrued and unpaid interest and any Deferred Fee (as such term is defined in the Credit Agreement) applicable to Term Loans B; and plus (iii) an amount equal to five percent (5%) of the sum of clauses (i) and (ii) hereunder. (B) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option B”) to purchase all but not less than all of the Warrants then outstanding at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option B in this Section 2.1(B) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on June 30, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) of (a) all Net Cash Proceeds from the sale of the Newspaper in amount equal to or greater than $12,000,000 on or before March 31, 2013, and (b) all outstanding Obligations owing under the Credit Agreement on or before June 30, 2013 and the termination of the Commitments as of such date. (C) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option C”) to purchase fifty percent (50%) but not less than fifty percent (50%) of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option C in this Section 2.1(C) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on March 31, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) on or before March 31, 2013 of all Net Cash Proceeds from the sale of the Newspaper in amount equal to or greater than $12,000,000. (D) Subject to Section 2.1(G) hereof, upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option D”) to purchase all but not less than all of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option D in this Section 2.1(D) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on April 30, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) on or before April 30, 2013 of all outstanding Obligations owing under the Credit Agreement and the termination of the Commitments as of such date. (E) Subject to Section 2.1(G) hereof, upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option E”) to purchase seventy-five percent (75%) but not less than seventy-five percent (75%) of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option E in this Section 2.1(E) may only be exercised by the Company (I) after 11:59 p.m. prevailing Eastern Time on April 30, 2013 and prior to 11:59 p.m. prevailing Eastern Time on May 31, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) after April 30, 2013 and on or before May 31, 2013 of all outstanding Obligations owing under the Credit Agreement and the termination of the Commitments as of such date. (F) Subject to Section 2.1(G) hereof, upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option F”) to purchase fifty percent (50%) but not less than fifty percent (50%) of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option F in this Section 2.1(F) may only be exercised by the Company (I) after 11:59 p.m. prevailing Eastern Time on May 31, 2013 and prior to 11:59 p.m. prevailing Eastern Time on June 30, 2013, and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) after May 31, 2013 and on or before June 30, 2013 of all outstanding Obligations owing under the Credit Agreement and the termination of the Commitments as of such date. (G) In the event of the exercise of Call Option C and the Company subsequently satisfies the condition set forth in Section 2.1(B)(II)(b), then, Call Options D, E and F shall be null and void. (H) Any shares of Company stock owned by any Warrant holder and received by such holder as a result of the exercise of all or any portion of such holder’s Warrant shall be includable and subject to Call Options A through F herein at an exercise price of $0.001 per share. (I) If any expiration or date for exercise of an option occurs, or payment hereunder becomes due and payable, on a day which is not a Business Day (as such term is defined in the Credit Agreement), the expiration or exercise date of such option, or due date of such payment, shall be extended to the next succeeding Business Day, and on which date such option shall be exercised or otherwise expire at 11:59 p.m. prevailing Eastern Time, or such payment shall be due and payable.

Call Options. (A) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option A”) to purchase all but not less than all of the Warrants then outstanding at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option A in this Section 2.1(A) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on June 30, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) on or before June 30, 2013, of (i) all outstanding principal Obligations under the Term Loans B (as such terms are defined in the Credit Agreement); plus (ii) all outstanding, accrued and unpaid interest and any Deferred Fee (as such term is defined in the Credit Agreement) applicable to Term Loans B; and plus (iii) an amount equal to five percent (5%) of the sum of clauses (i) and (ii) hereunder. (B) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option B”) to purchase all but not less than all of the Warrants then outstanding at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option B in this Section 2.1(B) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on June 30, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) of (a) all Net Cash Proceeds from the sale of the Newspaper *** in amount equal to or greater than $12,000,000 *** on or before March 31, 2013, and (b) all outstanding Obligations owing under the Credit Agreement on or before June 30, 2013 and the termination of the Commitments as of such date. (C) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option C”) to purchase fifty percent (50%) but not less than fifty percent (50%) of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option C in this Section 2.1(C) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on March 31, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) on or before March 31, 2013 of all Net Cash Proceeds from the sale of the Newspaper *** in amount equal to or greater than $12,000,000***. (D) Subject to Section 2.1(G) hereof, upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option D”) to purchase all but not less than all of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option D in this Section 2.1(D) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on April 30, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) on or before April 30, 2013 of all outstanding Obligations owing under the Credit Agreement and the termination of the Commitments as of such date.. Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***] October 19, 2012 Side Letter Agreement (E) Subject to Section 2.1(G) hereof, upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option E”) to purchase seventy-five percent (75%) but not less than seventy-five percent (75%) of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option E in this Section 2.1(E) may only be exercised by the Company (I) after 11:59 p.m. prevailing Eastern Time on April 30, 2013 and prior to 11:59 p.m. prevailing Eastern Time on May 31, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) after April 30, 2013 and on or before May 31, 2013 of all outstanding Obligations owing under the Credit Agreement and the termination of the Commitments as of such date. (F) Subject to Section 2.1(G) hereof, upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option F”) to purchase fifty percent (50%) but not less than fifty percent (50%) of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option F in this Section 2.1(F) may only be exercised by the Company (I) after 11:59 p.m. prevailing Eastern Time on May 31, 2013 and prior to 11:59 p.m. prevailing Eastern Time on June 30, 2013, and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) after May 31, 2013 and on or before June 30, 2013 of all outstanding Obligations owing under the Credit Agreement and the termination of the Commitments as of such date. (G) In the event of the exercise of Call Option C and the Company subsequently satisfies the condition set forth in Section 2.1(B)(II)(b), then, Call Options D, E and F shall be null and void. (H) Any shares of Company stock owned by any Warrant holder and received by such holder as a result of the exercise of all or any portion of such holder’s Warrant shall be includable and subject to Call Options A through F herein at an exercise price of $0.001 per share. (I) If any expiration or date for exercise of an option occurs, or payment hereunder becomes due and payable, on a day which is not a Business Day (as such term is defined in the Credit Agreement), the expiration or exercise date of such option, or due date of such payment, shall be extended to the next succeeding Business Day, and on which date such option shall be exercised or otherwise expire at 11:59 p.m. prevailing Eastern Time, or such payment shall be due and payable.