Common use of Exercise of Investor Put Option Clause in Contracts

Exercise of Investor Put Option. (a) Upon the election of Battery, or, after the occurrence of a Put Option Termination Event as to Battery pursuant to Section 1.2(b)(iii) resulting in Battery holding less than 2% of the shares of Common Stock initially held by Battery and provided that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Group, Inc. (“HHG”) then holds at least 2% of the shares of Common Stock initially held by HHG, upon the election of HHG, unless one of the Put Option Termination Events (as defined below) set forth in Section 1.2(b) has occurred, the Investors shall have the right (“Put Right”), upon the occurrence of a Put Option Trigger Event (as defined below) and written notice to the Company (“Put Option Exercise Notice”), to require the Company to acquire, severally and not jointly, from each Investor the Shares held by such Investor (the “Put Shares”) for an amount equal to the number of Put Shares times the Per Share Price. The Put Option Exercise Notice shall indicate (x) the total number of Put Shares to be acquired from the Investor and (y) the Business Day on which the closing of the purchase of the Put Shares subject to the Put Option Exercise Notice shall occur (the “Put Option Closing”); provided, however, that the Put Option Closing shall be not less than five (5) Business Days nor greater than ninety (90) Business Days after the receipt of such Put Option Exercise Notice by the Company. The Company shall have the right to reject the Put Option Exercise Notice and shall not be required to acquire any Put Shares pursuant to the Put Option upon written notice to the Investors given prior to the closing date specified in the Put Option Exercise Notice if the Company reasonably determines that a Put Option Termination Event has occurred. (b) The Put Right shall terminate for all Investors if one of the following events (each a “Put Option Termination Event”) has occurred: (i) the daily VWAP of the Common Stock is greater than or equal to two hundred and fifty percent (250%) of the Per Share Price for any consecutive forty trading-day period (the “Measurement Period”) and (y) the daily volume traded in Common Stock has averaged at least 250,000 shares during such Measurement Period, provided that such daily volume shall be adjusted proportionately to account for any stock splits or reverse stock splits of the Common Stock; (ii) (x) the Company completes a public offering of its Common Stock with gross proceeds of at least fifteen million dollars ($15,000,000) at a price per share that equals or exceeds two hundred and fifty percent (250%) of the Per Share Price and (y) the Shares held by the Investors at such time are registered on an effective registration statement; (iii) a sale by one of the Investors of twenty-five percent (25%) of the Share held by such investor, provided, however, that a sale by such Investor will only affect such Investor and will not affect the Put Right of any other Investor; or (iv) both Battery (or, if the Put Option has terminated as to Battery but not as to HHG, HHG) and the Company consent in writing to terminate the Put Right as set forth in this Section 1.02.

Exercise of Investor Put Option. (a) Upon the election of Battery, or, after the occurrence of a Put Option Termination Event as to Battery pursuant to Section 1.2(b)(iii) resulting in Battery holding less than 2% of the shares of Common Stock initially held by Battery and provided that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Group, Inc. (“HHG”) then holds at least 2% of the shares of Common Stock initially held by HHG, upon the election of HHG, unless one of the Put Option Termination Events (as defined below) set forth in Section 1.2(b) has occurred, the Investors shall have the right (“Put Right”), upon the occurrence of a Put Option Trigger Event (as defined below) and written notice to the Company (“Put Option Exercise Notice”), each of Battery and PAR shall have the right to elect to require the Company to acquire, severally and not jointly, from each such Investor the Shares held by such Investor (the “Put Shares”) for an amount equal to the number of Put Shares times the Per Share PricePrice (the “Put Right”). The Battery and PAR may exercise their Put Right by delivering written notice to the Company (the “Put Option Exercise Notice Notice”), which shall indicate (x) the total number of Put Shares to be acquired from the exercising Investor and (y) the Business Day on which the closing of the purchase of the Put Shares subject to the Put Option Exercise Notice shall occur (the “Put Option Closing”); provided, however, that the Put Option Closing shall be not less than five (5) Business Days nor greater than ninety (90) Business Days after the receipt of such Put Option Exercise Notice by the Company. The Company Battery shall have the right send PAR written notice of Battery’s election to reject exercise its Put Right concurrently with Battery sending the Put Option Exercise Notice and shall not be required to acquire any Put Shares pursuant to the Put Option upon Company. PAR shall send Battery written notice of PAR’s election to the Investors given prior to the closing date specified in exercise its Put Right concurrently with PAR sending the Put Option Exercise Notice if to the Company reasonably determines that a Company. If either Battery or PAR exercise their respective Put Option Termination Event has occurredRights following receipt of written notice from the other of the election to exercise its Put Right, all Investors shall be bound by such Put Right exercise. (b) The Put Right shall terminate for all Investors if one of the following events (each a “Put Option Termination Event”) has occurred: (i) the daily VWAP of the Common Stock is greater than or equal to two three hundred and fifty seventy-five percent (250375%) of the Per Share Price for any consecutive forty trading-day period (the “Measurement Period”) and (y) the daily volume traded in Common Stock has averaged at least 250,000 shares during such Measurement Period, provided that such daily volume shall be adjusted proportionately to account for any stock splits or reverse stock splits of the Common Stock; (ii) (x) the Company completes a public an offering of its Common Stock registered under the Securities Act with gross proceeds to the Company of at least fifteen million dollars ($15,000,000) at a price per share that equals or exceeds two three hundred and fifty seventy-five percent (250375%) of the Per Share Price and (y) the resale of the Shares held by the Investors at such time are is registered on an effective registration statementstatement under the Securities Act; (iii) a sale by one of the Investors of twenty-five percent (25%) of the Share Shares held by such investorInvestor, provided, however, that a sale by such Investor will only affect such Investor and will not affect the Put Right of any other Investor; or; (iv) both each of Battery (orunless Battery’s Put Right has terminated), if the PAR (unless PAR’s Put Option Right has terminated as to Battery but not as to HHG, HHGterminated) and the Company consent in writing to terminate the Put Right; or (v) if Battery’s and PAR’s Put Right as set forth have terminated, the Investors, other than Battery and PAR, holding a majority of the Shares held by all such non-Battery and non-PAR Investors and the Company consent in this Section 1.02writing to terminate the Put Right. (c) Battery’s Put Right shall terminate if both Battery and the Company consent in writing to terminate Battery’s Put Right. (d) PAR’s Put Right shall terminate if both PAR and the Company consent in writing to terminate PAR’s Put Right.