Common use of Option Closing Clause in Contracts

Option Closing. i. At each Option Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) the closing of the applicable Greenshoe Closing, (y) the representations and warranties of such Seller hereunder being true and correct in all material respects as of such Option Closing and (z) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller pursuant to this Agreement on or prior to the Option Closing. iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. iv. At each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating to the Option Purchased Interests to be sold by such Seller at such Option Closing, and the Company agrees to deliver to such Seller the Applicable Purchase Price by wire transfer of immediately available funds to the account(s) specified in writing by such Seller.

Option Closing. i. At each Option Closing (as defined below)a) Subject to the terms and conditions hereof, subject to including the satisfaction of the conditions Buyer Closing Conditions and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such share of Common Stock condition(s) exist, other than those conditions that by their nature are to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold satisfied at such Greenshoe Closing (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) the closing of the applicable Greenshoe Closingpurchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (yi) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties of such Seller hereunder being true and correct explicitly set forth in all material respects this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as of such Option Closing and (z) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller pursuant to this Agreement on or prior to the Option ClosingProject or Seller’s Project Assets constituting the Project. iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. iv. At each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating to the Option Purchased Interests to be sold by such Seller at such Option Closing, and the Company agrees to deliver to such Seller the Applicable Purchase Price by wire transfer of immediately available funds to the account(s) specified in writing by such Seller.

Option Closing. i. At each (a) Between March 1, 2017 and December 31, 2017 (the “Option Closing (as defined belowPeriod”), subject the Company shall have the option (the “Option”), in its sole discretion, to borrow the satisfaction Option Consideration from the Lenders in accordance with Section 2.1(b) and the other terms and conditions of this Agreement; provided, however, that the Option and Option Period shall automatically terminate effective immediately upon conversion of the conditions then outstanding principal and to unpaid accrued interest on the terms set forth Notes into Conversion Shares in paragraphs 1(b)(ii) accordance with Section 2.2 or any other conversion of the then outstanding principal and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to unpaid accrued interest on the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying Notes into Equity Securities (x) the number of Purchased Interests set forth opposite any such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Sellerevent, an “Option Purchased InterestTermination Event”) by (y) ). Upon the quotient obtained by dividing (a) occurrence of an Option Termination Event, the total number Option shall be of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by (b) no further force and effect, the total number of shares of Common Stock that may be sold pursuant Lenders shall have no further obligations to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant Company with respect to the Underwriting Agreement (the “Greenshoe”)Option Consideration, and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal shall have no further obligations to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) the closing of the applicable Greenshoe Closing, (y) the representations and warranties of such Seller hereunder being true and correct in all material respects as of such Option Closing and (z) such Seller having complied in all material respects Lenders with all of the covenants required to be performed by such Seller pursuant to this Agreement on or prior respect to the Option Closing. iii. Each (b) If an Option Termination Event has not occurred, the Company may exercise the Option any time during the Option Period by delivering to each Lender written notice (the “Option Closing Notice”) of such election at least ten Business Days prior to the contemplated closing of the sale payment of the Option Purchased Interests Consideration by each Lender in exchange for delivery by the Company to each such Lender of an updated Payment Grid pursuant to Section 2.1(b) and this Section 3.2 (each, an the “Option Closing,” ”). The Option Closing Notice shall include (i) notice of the Company’s election to exercise the Option, (ii) a request for payment of the Option Consideration and (iii) wire instructions for the bank account to which the Option Consideration should be transferred. The Option Closing Notice shall be accompanied by resolutions of the Company’s Board of Directors authorizing and approving, as applicable, the borrowing of the Option Consideration and updating of each Firm Lender’s Payment Grid to reflect the Lenders’ payment of their respective Initial Consideration and Option Consideration. Notwithstanding the foregoing, if an Option Termination Event occurs following the delivery of the Option Closing or Notice but prior to the Option Closing, a “Closing”the Lenders shall have no further obligations to the Company with respect to the Option Consideration. (c) The Option Closing shall take place immediately remotely via teleconference, e-mail or likewise on the tenth Business Day following any additional closing the date of receipt by the Lenders, by electronic mail or facsimile, of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Option Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of Notice from the Company, or at such other time and place as may shall be mutually agreed upon orally or in writing by the Company and Lenders purchasing a majority in interest of the Sellers. ivaggregate principal amount of the Notes to be sold at the Option Closing. At each the Option Closing, each Seller Lender shall pay the Option Consideration to the Company by wire transfer to the account set forth in Exhibit B hereto and, in consideration therefor, the Company shall deliver to each Lender an updated Payment Grid reflecting payment by such Lender of the Company, or as instructed by Initial Consideration and the Company, duly executed transfer powers relating Option Consideration. (d) Notwithstanding anything to the Option Purchased Interests to be sold by such Seller at such Option Closingcontrary in this Agreement, the Company may not exercise the Option, and the Company agrees Lenders shall not have any obligation to deliver pay the Option Consideration, at any time when the Obligations (as defined below) are due and payable pursuant to such Seller the Applicable Purchase Price by wire transfer Section 7.2 of immediately available funds to the account(s) specified in writing by such Sellerthis Agreement.

Option Closing. i. At each Option Closing (as defined below), subject to the satisfaction The closing of the conditions purchase and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise sale of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement Option Interests (the “GreenshoeOption Closing”) shall occur at any time agreed upon by the Salient Parties, on the one hand, and SMHG, on the other hand, but no later than 30 days after the date SMHG notifies the Salient Parties or the Salient Parties notify SMHG of its or their intention to exercise the Purchase Option or Put Option, respectively (in each case, the “Option Closing Date”). At the Option Closing, the Salient Parties will deliver to SMHG, the certificates, if any, representing the Option Interests sold by the Salient Parties, duly endorsed for transfer and an Assignment of Interests. The Salient Parties’ obligation to complete the sale and purchase of the Option Interests being sold by the Salient Parties hereunder and to deliver such certificates and the Company hereby agrees Assignment of Interests to purchase such Purchased Interests SMHG at a purchase price per Purchased Interest equal to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to the receipt by each Salient Party of his or its allocable share of the Option Purchase Price (as hereinafter defined) for the Option Interests. (a) SMHG’s obligation to accept delivery of such certificates and each Assignment of Interests, and to deliver the Option Purchase Price for the Option Interests shall be subject to: (i) the receipt by SMHG of a certificate executed by the Salient Parties reaffirming the accuracy in all material respects of the representations and warranties made by the Salient Parties and Advisors and Capital herein as of the Option Closing Date; provided, however, for purposes of the representations and warranties set forth in (A) Sections 4.3 and 4.4, the term “Transferred Interests” shall mean the Option Interests and (B) Section 4.9, the term “Financial Statements” shall refer to (x) the closing audited balance sheet of Newco as of December 31 of the applicable Greenshoe Closingyear ended immediately prior to the Option Closing Date, and the related audited statements of income, changes in partner’s capital, and cash flows for the year then ended, and the notes and schedules thereto and (y) the representations and warranties unaudited balance sheet of such Seller hereunder being true and correct in all material respects Newco as of such Option Closing and (z) such Seller having complied in all material respects with all the last day of the covenants required to be performed by such Seller pursuant to this Agreement on or calendar quarter ended immediately prior to the Option Closing. iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. iv. At each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating to the Option Purchased Interests to be sold by such Seller at such Option ClosingDate, and the Company agrees to deliver to such Seller related unaudited statements of income, partner’s capital, and cash flows for the Applicable Purchase Price by wire transfer of immediately available funds to the account(s) specified in writing by such Seller.three, six, or nine-month period then ended;

Option Closing. i. At each 3.3.1 Upon the exercise of the Option, subject to the terms and conditions contained in this Agreement, Buyer shall purchase or to obtain control over (either through contractual arrangements or other means) all of the Equity Interest from the Seller and the Seller shall sell all of his Equity Interest to Buyer, free and clear of any and all Encumbrances and the Option Closing shall occur as soon as practicable subject to the satisfaction of all of the following conditions (as defined below“Closing Conditions”): A. The results of a due diligence investigation of DGL is to the satisfaction of the Buyer, B. DGL has no liabilities in any form, including but not limited to any outstanding loans, notes, debts, liens or any other means of liabilities (excluding liabilities accrued in the ordinary course of business consistent with past practice but including any and all liabilities or obligations incurred by DGL and its Subsidiaries in connection with the transactions contemplated by this Agreement), C. DGL has obtained all necessary governmental approvals and/or permits to conduct its business. D. The Option Closing shall be no later than July 31, 2016. 3.3.2 The Option Closing shall not occur unless all Closing Conditions have been met. The obligations of Buyer to consummate the transactions contemplated by this Agreement with respect to the Option Closing are subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing following conditions: (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) the closing of the applicable Greenshoe Closing, (y) the representations and warranties of such Seller hereunder being herein contained shall be true and correct in all material respects as of such the Option Closing Closing; (b) All obligations, covenants and (z) such agreements of Seller having complied contained in all material respects with all of the covenants required this Agreement to be performed prior to or at Option Closing shall have been performed or complied with by such Seller pursuant Seller; (c) All of the deliveries contemplated by Section 4.2(a) shall have been delivered to Buyer; (d) No Material Adverse Change shall have occurred on or after January 31, 2015; (e) Without limitation to the foregoing, there shall be no litigation or proceedings pending against Seller, DGL or any of its Subsidiaries wherein an unfavorable result would: (i) prevent consummation of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement on or prior to the Option Closing. iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. iv. At each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating to the Option Purchased Interests to be sold by such Seller at such Option Closingrescinded following consummation; (iii) materially affect adversely the rights of DGL or the DGL Subsidiaries to own their respective assets and to operate' their respective businesses (and no injunction, and the Company agrees to deliver judgment, artier, decree or ruling to such Seller the Applicable Purchase Price by wire transfer of immediately available funds to the account(s) specified effect shall be in writing by such Sellereffect).

Option Closing. i. At the Option Closing, the following events shall occur, each Option Closing being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (as defined belowi) the Parties shall execute, acknowledge and deliver the Conveyance (Exhibit B), subject to with a special warranty of title by, through and under Seller but not otherwise, in sufficient counterparts for recording in Weld County, Colorado, and any applicable forms of any governmental entity, including the satisfaction Colorado State Land Board, conveying all of the conditions and Optioned Assets to Purchaser as of the terms set forth in paragraphs 1(b)(iiOptioned Asset Effective Date; (ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey Purchaser shall execute and deliver to Seller an area of mutual agreement in the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying form attached hereto as Exhibit D; (xiii) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock Purchaser shall deliver or cause to be sold by such Seller, an “Option Purchased Interest”delivered to Seller the Optioned Asset Cash Consideration; (iv) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) the closing of the applicable Greenshoe Closing, (y) the representations and warranties of such Seller hereunder being true and correct in all material respects as of such Option Closing and (z) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller pursuant to this Agreement on or prior to the Option Closing. iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. iv. At each Option Closing, each Seller shall deliver to Purchaser (A) releases of all Liens that are burdening the CompanyOptioned Assets, (B) authorizations to file UCC-3 termination statements releases in all applicable jurisdictions to evidence the release all such Liens on the Optioned Assets and (C) all instruments and agreements reasonably requested by, and in form and substance reasonably acceptable to, Purchaser to effect and file of record the release of all Liens in connection therewith; (v) Purchaser shall either (A) cause Creek Road to issue in a private placement to Seller the Optioned Asset Equity Consideration or as instructed (B) cause the Optioned Asset Equity Consideration to be transferred to Seller, in each case, in book-entry form (solely with respect to the Optioned Asset Stock Consideration), free and clear of any Liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Seller and containing a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM; (vi) Seller shall deliver to Purchaser electronic copies of all Optioned Asset Records in the possession of Seller, its affiliates and/or their respective designees and contractors (including brokers and/or landmen); and (vii) Purchaser and Seller (or Seller’s designated operator) shall execute all documents reasonably requested by the Company, duly executed other Party that are necessary to transfer powers relating the Optioned Assets to the Option Purchased Interests to be sold by such Seller at such Option Closing, and the Company agrees to deliver to such Seller the Applicable Purchase Price by wire transfer of immediately available funds to the account(s) specified in writing by such SellerPurchaser.

Option Closing. i. At each a. If you or the Funds duly exercise the Put Option Closing (or the Call Option, as defined below)the case may be, subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) the closing of the applicable Greenshoe Closing, Put Option and the Call Option (yas applicable) (the representations and warranties of such Seller hereunder being true and correct in all material respects as of such Option Closing and (z) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller pursuant to this Agreement on or prior to the Option Closing. iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place be effective on the Closing Date, immediately following any additional closing the Company Merger Effective Time. Promptly following the Option Closing, but in no event prior to the delivery of the sale shares of Purchaser Common Stock to you and/or your Affiliates and the delivery of cash consideration payable to the Funds by Purchaser, in both cases as is contemplated to be delivered in connection with and as of the Closing pursuant to the Greenshoe (eachterms of the Merger Agreement, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and at such time as the initial closing parties may agree, the parties shall take the following actions: i. You shall deliver or cause to be delivered full and valid title to the Call Option Shares (if the Call Option has been duly exercised) and the Put Option Shares (if the Put Option has been duly exercised) to the Funds, in the following proportions: 96.9% to WP X Finance, L.P. and 3.1% to Warburg Pincus X Partners, L.P., in each case free and clear of any and all Liens, other than restrictions on transfer originating under the Securities Act and applicable securities Laws and applicable terms and conditions of the Public Offering, at Stockholders Agreement; and ii. Contemporaneously with the offices delivery of the CompanyCall Option Shares and Put Option Shares pursuant to Section 4.a.i, the Funds shall pay (or at such other time and place as may cause to be agreed upon by paid) to you the Company Call Option Consideration (if the Call Option has been duly exercised) and the Sellers. iv. At Put Option Consideration (if the Put Option has been duly exercised), in each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating to the Option Purchased Interests to be sold by such Seller at such Option Closing, and the Company agrees to deliver to such Seller the Applicable Purchase Price case by wire transfer of immediately available funds to the account(s) specified in accordance with wire instructions provided in writing by such Selleryou. b. Notwithstanding anything to the contrary set forth herein, all obligations of the Funds hereunder, including but not limited to the obligation to pay any Put Option Consideration or Call Option Consideration, as the case may be, shall be several (and not joint and several) obligations of WP X Finance, L.P. and Warburg Pincus X Partners, L.P. in the following proportions: 96.9% from WP X Finance, L.P. and 3.1% from Warburg Pincus X Partners, L.P.

Option Closing. i. At each Each Investor shall have the right, exercisable by delivery to the Company of a written notice of such exercise in the form of Exhibit G (an "Option Exercise Notice") at any time during the period commencing on the Initial Closing Date and ending on (and including) the Option Expiration Date (as defined below), to purchase, and upon such exercise the Company agrees to sell to such Investor, upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, (i) a Debenture (an "Option Debenture" and, together with the Debentures issued to the other Investors at the Option Closing (as defined below), subject the "Option Debentures") with a principal amount equal to or, at the option of such Investor, less than fifty percent (50%) of the original principal amount of the Initial Debenture purchased by such Investor at the Initial Closing and (ii) a Warrant (an "Option Warrant" and, together with the Warrants issued to the satisfaction of other Investors at the conditions and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by below), the "Option Warrants"). For purposes hereof, "Option Expiration Date" means the earlier to occur of (bi) the total number of shares of Common Stock that may be sold pursuant to ninetieth (90th) day following the exercise of Effective Date and (ii) the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and date on which each Investor has either exercised its rights under this Section 1.2 or notified the Company hereby agrees in writing that it does not intend to purchase exercise such Purchased Interests at rights (or, if such date is not a purchase price per Purchased Interest equal to Business Day, on the Per Share Purchase Price. iiimmediately succeeding Business Day). The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) date on which the closing of the applicable Greenshoe purchase and sale of the Option Debentures and Option Warrants occurs (the "Option Closing, ") shall be the third (y3rd) Business Day following the representations and warranties of such Seller hereunder being true and correct in all material respects as of such Option Expiration Date (the "Option Closing and Date"). The Option Closing will be deemed to occur when (zA) such Seller having complied in all material respects with all each of the covenants required to be performed by such Seller pursuant to this Agreement on or prior conditions to the Option Closing. iii. Each closing Closing described in this Agreement has been satisfied or waived as specified therein and (B) full payment of the sale of Option Purchased Interests each Investor's Purchase Price (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”as defined below) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. iv. At each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating payable with respect to the Option Purchased Interests to be sold Debenture and Option Warrant being purchased by such Seller Investor at such the Option Closing, and the Company agrees to deliver to such Seller the Applicable Purchase Price Closing has been made by wire transfer of immediately available funds to against physical delivery by the account(s) specified in writing by Company of duly executed certificates representing such SellerOption Debenture and Option Warrant.