Common use of Second Put Option Clause in Contracts

Second Put Option. (a) During the period commencing on January 1, 2025 and ending on March 31, 2025 (such period, the “Second Put Option Period”), the Founders are hereby granted the right and option, but not the obligation, to sell and transfer to Entravision (or an Affiliate of Entravision as designated by Entravision)) 10% of the share capital of Adsmurai (on a pro rata basis with respect to each Founder’s ownership share, unless otherwise agreed by the Parties) (the “Second Put Option Shares”) (the “Second Put Option Right”). The Founders agree that the Founders Representative shall be able to decide, at its sole discretion, whether or not the Founders shall exercise the Second Put Option Right, for which purposes the Founders hereby grant the Founders Representative with the full power and authority to exercise the Second Put Option Right on their behalf. Any decision by the Founders Representative to exercise the Second Put Option Right on behalf of all the Founders shall be final and binding upon them. (b) The Founders may exercise the Second Put Option Right by delivery from the Founders Representative of written notice of such exercise (the “Second Put Option Exercise Notice”) to Entravision at any time during the Second Put Option Period. Upon delivery of the Second Put Option Exercise Notice in accordance with this Clause 3, Entravision (or an Affiliate of Entravision as designated by Entravision)) will be obligated to purchase from the Founders, and each of the Founders will be obligated to sell and transfer to Entravision (or an Affiliate of Entravision as designated by Entravision)), the Second Put Option Shares for an aggregate purchase price which will be an amount equal to the following: (the “Second Put Option Purchase Price”): i. an amount equal to 10% multiplied by: (the following product of (a) and (b) referred to as the “2024 Adsmurai Valuation”) (a) 2024 EBITDA, multiplied by (b) the following multiple: - If 2024 EBITDA is >30% over 2023 EBITDA, the multiple will be 13x. - If 2024 EBITDA is >20% and ≤ 30% over 2023 EBITDA, the multiple will be 11x. - If 2024 EBITDA is >10% and ≤ 20% over 2023 EBITDA, the multiple will be 9x. - If 2024 EBITDA is <10% over 2023 EBITDA, the multiple will be 6x. provided, however, if the 2024 Adsmurai Valuation is less than the Option Floor, then the 2024 Adsmurai Valuation will be deemed to be equal to the Option Floor; ii. in the event the Skyrocket Acquisition has closed prior to the delivery of the Second Put Option Exercise Notice, (the amount in this subsection ii. is referred to as the “Second Skyrocket Option Payment”): an amount equal to (a) 10% multiplied by (b) EBITDA Skyrocket for calendar year 2024, multiplied by (c) the following multiple: If EBITDA Skyrocket for calendar year 2024 is ≥ 10% over EBITDA Skyrocket for calendar year 2023, the multiple will be 9x. - If EBITDA Skyrocket for calendar year 2024 is < 10% over EBITDA Skyrocket for calendar year 2023, the multiple will be 6x. provided, however, that the Skyrocket Total Option Payment will not exceed the Skyrocket Maximum Amount; iii. an amount equal to the Distribution Payment Percentage for the Applicable Distribution Period multiplied by the Distribution Payment; iv. an amount equal to 20% of the remaining outstanding Credit Amount (together with accrued interest thereon); v. any remaining Downward Closing Adjustment Amount. (c) Within 30 calendar days following Entravision’s receipt of the Second Put Option Exercise Notice, Entravision will prepare and deliver, or cause to be prepared and delivered, to the Founders Representative a written statement (the “Second Put Option Valuation Statement”) setting forth (i) Entravision’s calculation of the 2024 EBITDA, (ii) 2022 EBITDA and (iii) based thereon, Entravision’s determination of the Second Put Option Purchase Price; provided, however, that if Entravision has not filed its Form 10-K for the calendar year with the U.S. Securities & Exchange Commission (“SEC”) as of the date of delivery of the First Put Option Exercise Notice, then Entravision’s obligation to deliver the First Put Option Valuation Statement will be extended 30 calendar days or until 10 business days following the filing of such Form 10-K with the SEC, whichever occurs first, but no later than April 30 of each calendar year. Within 20 Business Days following the Founders Representative’s receipt of the Second Put Valuation Statement from Entravision, the Founders Representative, on behalf of the Founders, may elect to withdraw the First Put Option Exercise Notice and not exercise the Second Put Option Right by delivering written notice of such decision to Entravision (the “Second Put Option Rejection Notice”). (d) A portion of the Second Put Option Purchase Price equal to 20% of the outstanding Credit Amount (together with its accrued interest) will not be paid to the Founders and will instead be applied as a prepayment against the outstanding Credit Amount (together with its accrued interest) in accordance with the terms of the Credit Line Agreement.

Second Put Option. (a) During Plug Power hereby grants to Axane an irrevocable option to require from Plug Power the period commencing on January 1, 2025 and ending on March 31, 2025 purchase of all (such period, but of all only) of the JV Company Shares held by Axane and/or its Affiliates as at the date of the exercise of said option (the “Second Put Option PeriodOption”). Axane hereby accept said Second Put Option, as an option only. (b) Axane may exercise the Founders are hereby granted Second Put Option within the right and option, but not ninety (90) day period following the obligation, to sell and transfer to Entravision (or an Affiliate of Entravision as designated by Entravision)) 10% first anniversary date of the share capital date of Adsmurai (on a pro rata basis with respect to each Founder’s ownership shareexecution of the relevant Share Transfer Agreement following the exercise by Plug Power of the First Call Option or the Second Call Option, unless otherwise agreed by as the Parties) case may be (the “Second Put Option SharesPeriods”). (c) For the purposes of the exercise of the Second Put Option, Axane shall send, within any of the Second Put Option Periods, a written notice (the “Second Put Option RightNotice”)) to Plug Power. The Founders agree that Said Second Put Option Notice shall set forth (i) the Founders Representative number of JV Company Shares Axane wishes to sell (which shall be able to decideall the JV Company shares then held by Axane or its Affiliates), at (ii) if known, its sole discretion, whether or not the Founders shall exercise calculation of the Second Put Option RightPrice, for which purposes and (iii) if know, its calculation of the Founders hereby grant Revised Second Payment (as such term is defined in paragraph (g) below). (d) On a date to be agreed by Axane and Plug Power and no later than the Founders Representative with 45th (forty-fifth) Business Day following the full power and authority to exercise receipt by Plug Power of the Second Put Option Right on their behalf. Any decision by the Founders Representative to exercise the Second Put Option Right on behalf of all the Founders shall be final and binding upon them. (b) The Founders may exercise the Second Put Option Right by delivery from the Founders Representative of written notice of such exercise Notice (the “Second Put Option Exercise NoticeTransfer Date”), Plug Power and Axane (or any designated Affiliate thereof) to Entravision at any time during shall enter into a Share Transfer Agreement in the Second Put Option Periodform of the draft attached hereto as Schedule 10.4(f). Upon delivery Plug Power shall pay all relevant transfer taxes (droits d'enregistrement), if any, due upon the transfer of the Shares. (e) For the purposes of the Second Put Option Exercise Notice in accordance with this Clause 3, Entravision (or an Affiliate of Entravision as designated by Entravision)) will be obligated to purchase from the Founders, and each of the Founders will be obligated to sell and transfer to Entravision (or an Affiliate of Entravision as designated by Entravision))Option, the Second Put Option price to be paid by Plug Power to Axane for the relevant JV Company Shares for an aggregate purchase price which will be an amount equal to the following: (the “Second Put Option Purchase Price”): i. an amount equal to 10% multiplied by: (the following product of (a) and (b) referred to as the “2024 Adsmurai Valuation”) (a) 2024 EBITDA, multiplied by (b) the following multiple: - If 2024 EBITDA is >30% over 2023 EBITDA, the multiple will be 13x. - If 2024 EBITDA is >20% and ≤ 30% over 2023 EBITDA, the multiple will be 11x. - If 2024 EBITDA is >10% and ≤ 20% over 2023 EBITDA, the multiple will be 9x. - If 2024 EBITDA is <10% over 2023 EBITDA, the multiple will be 6x. provided, however, if the 2024 Adsmurai Valuation is less than the Option Floor, then the 2024 Adsmurai Valuation will be deemed to shall be equal to the Option Floor;highest amount between: ii. (i) the aggregate amount of the paid-in nominal value of the event the Skyrocket Acquisition has closed prior to the delivery of JV Company Shares sold upon the Second Put Option Exercise NoticeOption, (the amount in this subsection ii. is referred to as the “Second Skyrocket Option Payment”): an amount equal to (a) 10% multiplied by (b) EBITDA Skyrocket for calendar year 2024, multiplied by (c) the following multiple: If EBITDA Skyrocket for calendar year 2024 is ≥ 10% over EBITDA Skyrocket for calendar year 2023, the multiple will be 9x. - If EBITDA Skyrocket for calendar year 2024 is < 10% over EBITDA Skyrocket for calendar year 2023, the multiple will be 6x. provided, however, that the Skyrocket Total Option Payment will not exceed the Skyrocket Maximum Amountplus any related share premium; iii. an amount equal to the Distribution Payment (ii) (5 x “Preceding Year EBITDA”) x “Percentage for the Applicable Distribution Period multiplied by the Distribution Payment; iv. an amount equal to 20% of the remaining outstanding Credit Amount (together with accrued interest thereon); v. any remaining Downward Closing Adjustment AmountPut Shares”. (cf) Within 30 calendar days following Entravision’s receipt of the Second Put Option Exercise Notice, Entravision will prepare and deliver, or cause to be prepared and delivered, to the Founders Representative a written statement (the “Second Put Option Valuation Statement”) setting forth (i) Entravision’s calculation of the 2024 EBITDA, (ii) 2022 EBITDA and (iii) based thereon, Entravision’s determination of the Second Put Option Purchase Price; provided, however, that if Entravision has not filed its Form 10-K for the calendar year with the U.S. Securities & Exchange Commission (“SEC”) as of the date of delivery of the First Put Option Exercise Notice, then Entravision’s obligation to deliver the First Put Option Valuation Statement will be extended 30 calendar days or until 10 business days following the filing of such Form 10-K with the SEC, whichever occurs first, but no later than April 30 of each calendar year. Within 20 Business Days following the Founders Representative’s receipt of the Second Put Valuation Statement from Entravision, the Founders Representative, on behalf of the Founders, may elect to withdraw the First Put Option Exercise Notice and not exercise the Second Put Option Right by delivering written notice of such decision to Entravision (the “Second Put Option Rejection Notice”). (d) A portion of the Second Put Option Purchase Price equal to 20% of the outstanding Credit Amount (together with its accrued interest) will not be paid to the Founders and will instead be applied as a prepayment against the outstanding Credit Amount (together with its accrued interest) in accordance with the terms of the Credit Line Agreement.The Parties agree that: