Common use of Call Option Clause in Contracts

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇. ▇▇▇▇▇▇ contemplated ▇▇▇▇▇▇▇▇▇▇▇d thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets, such; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum amortized book value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(iand (b) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under this Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of amounts called for under Clauses (xa) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(iand (b) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under this Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price").

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC PC, at fair market value, all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇. ▇▇▇▇▇▇▇▇▇ contemplated ▇▇▇▇▇▇▇▇▇▇ed thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets, such; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum amortized book value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(iand (b) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under this Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the PC. In the event that the MSO and the PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the PC. Notwithstanding the foregoing, in the event that the PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇ Dr. Feldman contemplated thereunder, and any goodwill and other intangible o▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ Dr. Feldman under Section 2.1(b)(i) of the Affiliation Agreement, plus ▇▇▇▇ (y▇) the ▇▇e original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under Dr. Feldman Section 2.1(b)(ii) of the Affiliation Agreement, plus (z▇) the value ▇▇▇ ▇▇▇ue of that number of shares of Omega Common Stock issued to Dr. Feldman under Section 2.1(b)(iii) of the Affiliation Agreeme▇▇. ▇▇, ▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value ▇alue to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Leonard contemplated thereunder, an▇ ▇▇. ▇ ▇▇▇▇▇▇ contemplated thereunder, and any goodwill ▇▇l and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum fair market value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(iand (b) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under this Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of fair market value of such assets to each of the MSO and the New PC, and the fair market value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Longworth contemplated thereunder, a▇▇ ▇▇. ▇ ▇▇▇▇▇▇ contemplated thereunder, and any goodwill ▇▇l and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Longworth under Section 1.1(a)(i) of the ▇▇. ▇▇▇▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to Dr. Longworth under Section 1.1(a)(ii) of the ▇▇. ▇▇▇▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement▇▇reement, plus (z) the value of that number of shares of Omega Common Stock issued to Dr. Longworth under Section 1.1(a)(iii) of the ▇▇. ▇▇▇▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇ Dr. Schneekluth contemplated thereunder, and any goodwill and other intangible ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ Dr. Schneekluth under Section 2.1(b)(i) of the Affiliation AgreementAg▇▇▇▇▇▇▇, plus ▇▇▇▇ (y▇) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ Dr. Schneekluth under Section 2.1(b)(ii) of the Affiliation AgreementAgreemen▇, plus ▇▇▇▇ (z▇) the ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of the Affiliation Agreem▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇ Dr. Schmisseur contemplated thereunder, and any goodwill and other intangible assets in▇▇▇▇▇▇▇▇ ▇▇▇▇▇s set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ Dr. Schmisseur under Section 2.1(b)(i) of the Affiliation AgreementAgre▇▇▇▇▇, plus ▇▇▇▇ (y▇) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ Dr. Schmisseur under Section 2.1(b)(ii) of the Affiliation Agreement, plus ▇▇▇▇ (z▇) the ▇▇e value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇ Dr. Schmisseur under Section 2.1(b)(ii2.1(b)(iii) of the Affiliation Agreement, such value to ▇▇▇▇ ▇▇▇▇▇ ▇o be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").*

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Endodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Endodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇. ▇▇ ▇▇▇▇▇▇ contemplated ▇▇▇▇▇ed thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets, such; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Endodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum lesser of the fair market value or the amortized book value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(iand (b) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under this Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of fair market value of such assets to each of the MSO and the New PC, and the fair market value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. In addition to the foregoing, If Dr. Holt exe▇▇▇▇▇▇ ▇he Call Option prior to the registration of the Omega Stock held by Dr. Holt as ▇ ▇▇▇▇▇▇ of the Affiliation Agreement and Asset Purchase Agreement dated May 1, 1998 by and between the parties, then Dr. Holt may, ▇▇ ▇▇▇ option, tender such stock then held by him to Omega, at the price it was originally granted to him. The foregoing shall not apply once such Stock is registered. Further, if Dr. Holt ex▇▇▇▇▇▇▇ the Call Option within two (2) years of the Effective date of this agreement, then Omega shall refund to Dr. Holt si▇▇▇-▇▇▇▇ (65%) percent of the net management fees actually received by Omega during the term of the MSO Agreement. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice endodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) an amount equal to the original principal amount value of the Purchase Note issued option granted to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement (the "Option"). The Option shall be value at an amount equal to the difference, if any, between the Average Market Value Price (as defined below in this Section 3) of OMEGA Stock and IPO Price (as defined in Section 2.1(b)(i) of the Affiliation Agreement), plus (z) multiplied by the value of that number of shares of Omega Common Stock issued to ▇▇granted in the Option. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to The Average Market Value Price shall be determined by multiplying such number of shares by the average of averaging the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").