Common use of Put and Call Option Clause in Contracts

Put and Call Option. (OFFERS ONLY) If you wish to participate in the scheme by way of a share offer this document must be completed and returned together with the acceptance form and the security agreement. THIS AGREEMENT is made the day of 199[ ] between ("the Beneficiary") AND [ ], trustees of the MIH Limited Share Trust ("the Trustees") pursuant to which and in consideration of the mutual covenants contained herein the Beneficiary and the Trustees agree that: 1. terms used in this Agreement shall, unless the context otherwise required, have the meanings ascribed to them in the Deed constituting the MIH Limited Share Trust ("the Scheme"); 2. the Beneficiary shall not sell, transfer or otherwise dispose of any of his Scheme Shares, nor shall he pledge, hypothecate or otherwise encumber such scheme shares, except as set out in the Security Agreement, clauses 22 and 26.2 of the Scheme and in this Agreement; 3. the Beneficiary hereby grants the Trustees an option (the "Call Option") to purchase the Scheme Shares acquired by the Beneficiary pursuant to the Offer dated _______________________ 199_ in accordance with the terms set out in this Agreement; 4. the Trustees hereby grant the Beneficiary an option (the "Put Option") to require that the Trustees purchase the Scheme Shares acquired by the Beneficiary pursuant to the Offer dated _________________________ 199_ in accordance with the terms and conditions set out in this Agreement; 5. the Put Option may, subject to 11 below, be exercised by the Beneficiary in respect of any Scheme Shares for which the full Purchase Price has been paid. Where a Put Option is exercised, the purchase price payable by the Trustees for the Scheme Shares which are the subject of the Put Option ("Put Shares") shall be the Market Value thereof as at the date on which the Put Option is exercised; 6. the Call Option may, subject to 7, 8 and 10.2 below, be exercised by the Trustees following the occurrence of any of the following events: 6.1. subject to clause 20.2 of the Scheme, the Beneficiary ceasing to be an Employee for any reason whatever, or 6.2. the non-payment by the Beneficiary of any amounts which are due and owing to the Trustees pursuant to the Scheme; 6.3. the Beneficiary entering into an arrangement with his creditors or being declared bankrupt; or 6.4. a resolution of the Trustees to terminate the Scheme in consequence of a determination by the Trustees that there has been a change of control in respect of the Company as is referred to in clause 26 of the Scheme;

Put and Call Option. (OFFERS ONLYa) If you wish Upon the determination of the Final Performance Amount for an applicable Measurement Period (such date, the “Determination Date”), each Class B Member (as applicable, the “Put/Call Seller”) shall have the right to participate require the Parent or USC Atlantic, Inc. to purchase, any then vested Class B Incentive Interests (but in no event any unvested Class B Incentive Interests) held by such (b) In the scheme by way event that (i) the Put/Call Seller wishes to exercise the Put Option, the Put/Call Seller shall give the Notice in writing to the Parent and the Company of a share offer this document must be completed its intention to sell the Put/Call Interests pursuant to the Put Option within eighty (180) days after the applicable Determination Date with respect to the Measurement Period (the “Put Option Period”) or (ii) the Parent Group wishes to exercise the Call Option, the Parent Group shall give the Notice in writing to the applicable Put/Call Seller (or their respective authorized representative, executor, conservator or personal representative) and returned the Company of its intention to purchase the Put/Call Interests pursuant to the Call Option within one hundred eighty (180) days after the applicable Parent Determination Date with respect to the Measurement Period (the “Call Option Period” and, together with the acceptance form and Put Option Period, the security agreement“Put/Call Option Period ”). THIS AGREEMENT If no Notice is made given within the day of 199[ ] between ("Put/Call Option Period, the Beneficiary") AND [ ], trustees Option shall terminate with respect to such Put/Call Interests. The closing of the MIH Limited Share Trust ("the Trustees") purchase and sale pursuant to which and in consideration the Option shall take place on a date reasonably designated by the Company within ninety (90) days after the end of the mutual covenants contained herein Put/Call Option Period; provided, however, that if the Beneficiary and Board of Managers determines an earlier date is required for the Trustees agree that: 1closing, such closing shall occur at such earlier date. terms used in this Agreement shallAt such closing, unless the context otherwise required, have applicable Put/Call Seller shall deliver to the meanings ascribed to them in the Deed constituting the MIH Limited Share Trust ("the Scheme"); 2. the Beneficiary shall not sell, transfer or otherwise dispose of any of his Scheme Shares, nor shall he pledge, hypothecate or otherwise encumber such scheme shares, except as set out in the Security Agreement, clauses 22 and 26.2 purchasing member of the Scheme Parent Group certificates or instruments, if any, evidencing the Put/Call Interests, duly endorsed (or accompanied by duly executed assignments) and otherwise in good form for delivery and free and clear of all liens other than as provided for in this Agreement; , and the purchasing member of the Parent Group shall pay the Put/Call Purchase Price in cash (by wire transfer of immediately available funds or by certified or cashier’s check). The purchasing member of the Parent Group will be entitled to require each Put/Call Seller to provide representations and warranties regarding (1) its power, authority and legal capacity to enter into such sale, (2) valid right, title and interest in such Put/Call Interests and record and beneficial ownership of such Put/Call Interests, and (3) the absence of any liens on such Put/Call Interests. To the Beneficiary hereby grants the Trustees an option (the "extent a Put/Call Option") Seller fails to purchase the Scheme Shares acquired by the Beneficiary pursuant to the Offer dated _______________________ 199_ deliver all of such Put/Call Interests in accordance with the terms set out hereof, the Parent Group may, at its option, in this Agreement; 4addition to all other remedies it may have, require the Company to: (1) cancel on its books the Call Interests registered in the name of such Put/Call Seller and (2) issue to the purchasing member of the Parent Group, in lieu of such Put/Call Interests, Class B Incentive Interests registered in the purchasing member of the Parent Group’s name, and all of the Put/Call Seller’s right, title, and interest in and to such Put/Call Interests shall terminate in all respects. (c) The rights of the Trustees hereby grant Parent Group under Section 9.5 may be assigned or transferred in whole or in part to any Subsidiary or Affiliate of the Beneficiary an option Parent (other than the "Put Option") Company), without any consent or other action on the part of any Member; provided, however, that nothing herein shall release Parent of its obligations hereunder; provided, further, however, that in no event shall any Class B Member be permitted to require that the Trustees purchase the Scheme Shares acquired assign or otherwise Transfer, directly or indirectly (including by the Beneficiary pursuant to the Offer dated _________________________ 199_ in accordance with the terms sale of equity, by merger, or by operation of law) its rights hereunder and conditions set out in this Agreement; 5. the Put Option may, subject to 11 below, be exercised by the Beneficiary in respect of any Scheme Shares for which the full Purchase Price has been paid. Where a Put Option is exercised, the purchase price payable by the Trustees for the Scheme Shares which are the subject of the Put Option ("Put Shares") attempted assignment shall be the Market Value thereof as at the date on which the Put Option is exercised; 6. the Call Option may, subject to 7, 8 null and 10.2 below, be exercised by the Trustees following the occurrence of any of the following events: 6.1. subject to clause 20.2 of the Scheme, the Beneficiary ceasing to be an Employee for any reason whatever, or 6.2. the non-payment by the Beneficiary of any amounts which are due and owing to the Trustees pursuant to the Scheme; 6.3. the Beneficiary entering into an arrangement with his creditors or being declared bankrupt; or 6.4. a resolution of the Trustees to terminate the Scheme in consequence of a determination by the Trustees that there has been a change of control in respect of the Company as is referred to in clause 26 of the Scheme;void ab initio.

Put and Call Option. 10.8.1. Following the Initial Closing Date, in the event there is a change in Control of either of Ester or Loop (OFFERS ONLY“CoC Party”; accordingly, the other Party shall be referred to as the Non-CoC Party for the purposes of this Clause 10.8), the following provisions shall apply: (i) If you wish Loop is the CoC Party, E▇▇▇▇ shall have an option to participate in call upon Loop to purchase all the scheme Securities (“Put Option Right”) held by way of E▇▇▇▇ (“Put Shares”) at a share offer this document must be completed and returned together with the acceptance form and the security agreement. THIS AGREEMENT is made the day of 199[ ] between ("the Beneficiary") AND [ ], trustees Fair Market Value of the MIH Limited Share Trust Securities ("“Put Option Exercise Price”). (ii) If Ester is the Trustees"CoC Party, Loop shall have an option to call upon E▇▇▇▇ to sell all the Securities (“Call Option Right”) pursuant held by E▇▇▇▇ (“Call Shares”) to which and in consideration Loop at a Fair Market Value of the mutual covenants contained herein Securities (“Call Option Exercise Price”). 10.8.2. If the Beneficiary and Non-CoC Party, exercises the Trustees agree that: 1. terms used in this Agreement shallPut Option Right or the Call Option Right, unless as the context otherwise required, have the meanings ascribed to them in the Deed constituting the MIH Limited Share Trust ("the Scheme"); 2. the Beneficiary shall not sell, transfer or otherwise dispose of any of his Scheme Shares, nor shall he pledge, hypothecate or otherwise encumber such scheme shares, except as set out in the Security Agreement, clauses 22 and 26.2 of the Scheme and in this Agreement; 3. the Beneficiary hereby grants the Trustees an option (the "Call Option") to purchase the Scheme Shares acquired by the Beneficiary pursuant to the Offer dated _______________________ 199_ case may be in accordance with the terms set out Clause 10.8.1 above, it shall issue a notice in this Agreement; 4. the Trustees hereby grant the Beneficiary an option writing (the "Put Option"“Option Exercise Notice”) to require that the Trustees CoC Party, for the transfer of all of the Put Shares/Call Shares from Ester to Loop. Within 30 (thirty) Business Days of the receipt of the Option Exercise Notice (“Option Period”) Loop shall either itself or through its Affiliates purchase all of the Scheme Put Shares/Call Shares acquired by the Beneficiary pursuant to the Offer dated _________________________ 199_ in accordance with the terms and conditions set out in this Agreement; 5. at the Put Option may, subject Exercise Price/Call Option Exercise Price and simultaneously Ester shall transfer the Put Shares/Call Shares to 11 below, Loop. 10.8.3. The consideration to be exercised paid by Loop to Ester shall be paid in cash. 10.8.4. Upon the Beneficiary in respect of any Scheme Shares for which the full Purchase Price has been paid. Where a Put Option is exercised, the purchase price payable by the Trustees for the Scheme Shares which are the subject exercise of the Put Option Right/Call Option Right, the Parties shall cooperate with each other and provide all necessary assistance to each other, including executing necessary documents, deeds, forms and undertakings ("as may be required) to complete the sale and purchase of the Put Shares") /Call Shares. 10.8.5. On completion of the sale and purchase of the Put Shares/Call Shares, unless otherwise agreed between Ester and Loop, this Agreement and all Ancillary Documents shall stand terminated with immediate effect and the selling Shareholder shall have no interest in the JVCo or management rights or right to receive any dividend. The Parties shall undertake necessary actions, including execution of documents, deeds, undertakings, filings with any Governmental Authority. Upon termination, the Parties shall be bound by all the Market Value provisions which shall survive termination of the aforesaid documents. Notwithstanding the foregoing, (i) all licenses agreements between the Shareholders and JVCo or any Affiliate thereof as at shall continue in accordance with their respective terms, and notwithstanding anything contrary contained in this Agreement, (ii) it shall be a condition to the date on which sale and purchase of the Put Option is exercised; 6. Shares/Call Shares that the Call Option may, subject to 7, 8 exiting Shareholder and 10.2 below, be exercised by the Trustees following the occurrence of any of the following events: 6.1. subject to clause 20.2 of the Scheme, the Beneficiary ceasing to be an Employee for any reason whatever, or 6.2. the nonJVCo enter into a 12-payment by the Beneficiary of any amounts which are due and owing to the Trustees pursuant to the Scheme; 6.3. the Beneficiary entering into an arrangement with his creditors or being declared bankrupt; or 6.4. a resolution of the Trustees to terminate the Scheme in consequence of a determination by the Trustees that there has been a change of control month transition services agreement in respect of the Company as is referred services provided by such exiting Shareholder to in clause 26 JVCo immediately prior to the sale and purchase of the Scheme;Put Shares/Call Shares, the whole on terms to be negotiated in good faith between the Parties. For the avoidance of doubt it is clarified that subject to Applicable Law, Loop shall be required to acquire or appropriately substitute all debt owed by the JVCo to Ester, if any, along with the Put Shares/ Call Shares and replacing all guarantees and/or other securities that may have been issued/granted by E▇▇▇▇ in relation to the JVCo, subject to Applicable Law.

Put and Call Option. (OFFERS ONLYa) If you wish to participate in Commencing upon the scheme by way termination of a share offer this document must be completed and returned together Seller’s employment with the acceptance form Company for any reason and ending on the security agreement. THIS AGREEMENT is made fifth anniversary of such termination (the day of 199[ ] between ("“Cut-Off Date”), the Beneficiary") AND [ ], trustees Seller shall have the right and option at any time and from time to time to sell to Purchasers some or all of the MIH Limited Share Trust Shares held, or that may be issued upon exercise of Options held by Seller at the date of termination of Seller’s employment ("the Trustees"“Covered Shares”) pursuant upon not less than fifteen (15) days’ prior written notice to which and in consideration Purchasers (the “Put Exercise Notice”). The Put Exercise Notice shall state the number of Covered Shares to be sold to Purchasers (the “Put Shares”). Upon delivery of the mutual covenants contained herein Put Exercise Notice, the Beneficiary Seller shall be obligated to sell the Put Shares to the Purchasers, and each Purchaser shall be obligated to purchase one-third of the Trustees agree that:Put Shares from Seller. The purchase price for the Put Shares shall be the Purchase Price, determined as of the date the Put Exercise Notice is delivered to Purchasers or such other date that may be agreed between Seller and at least two of the Purchasers. The closing of the purchase and sale of the Put Shares shall be within twenty (20) days of delivery of the Put-Exercise Notice. 1. terms used in this Agreement shall(b) Commencing upon the second anniversary of the termination of Seller’s employment with the Company for any reason and ending on the fifth anniversary of such termination, unless the context otherwise required, each Purchaser shall have the meanings ascribed one-time right and option to them in purchase one-third (and not less than one-third) of the Deed constituting the MIH Limited Share Trust Covered Shares then held by Seller ("the Scheme"); 2. the Beneficiary which for purposes of this paragraph shall not sell, transfer or otherwise dispose include shares issuable upon exercise of any of his Scheme Sharesunexpired, nor unexercised options held by Seller which have an exercise price less than the Purchase Price and which shall he pledge, hypothecate or otherwise encumber such scheme shares, except as set out be exercised in the Security Agreement, clauses 22 and 26.2 of the Scheme and in this Agreement; 3. the Beneficiary hereby grants the Trustees an option (the "Call Option") order to facilitate their purchase the Scheme Shares acquired by the Beneficiary pursuant to the Offer dated _______________________ 199_ in accordance with this paragraph) for the terms set out in this Agreement; 4. Purchase Price by not less than fifteen (15) days’ prior written notice to Seller and the Trustees hereby grant the Beneficiary an option other Purchasers (the "Put Option"“Call Notice”). If such Call Notice is delivered by less than all of the Purchasers, the remaining Purchasers shall have five (5) days to require that exercise their right to purchase one-third of the Trustees purchase the Scheme Covered Shares acquired by the Beneficiary pursuant to the Offer dated _________________________ 199_ in accordance with this paragraph by delivery of written notice to Seller and the terms other Purchasers. In the event a Purchaser elects not to or otherwise fails to provide notice of exercise within such five (5) day period, such rights shall be allocated to and conditions set out in this Agreement; 5. the Put Option may, subject to 11 below, may be exercised by the Beneficiary in respect of any Scheme Shares for which the full Purchase Price has been paidremaining Purchasers provided that they deliver a further notice to Seller within five (5) days. Where a Put Option is exercised, the The purchase price payable by the Trustees for the Scheme Covered Shares which are the subject of the Put Option ("Put Shares") shall be the Market Value thereof Purchase Price, determined as at of the date on the Call Notice is delivered to Seller or such other date to which the Put Option is exercised;participating Purchasers and Seller agree. Upon delivery by Purchasers of the notices required by this paragraph, Seller shall be obligated to sell to the delivering Purchasers, and the delivering Purchasers shall be obligated to purchase from Seller that portion of the Covered Shares indicated in their respective notices. The closing of the purchase and sale shall be within fifteen (15) days of delivery or expiration of the time for delivery of the final notice contemplated by this paragraph. 6. (c) In connection with the Call Option may, subject to 7, 8 purchase and 10.2 below, be exercised by the Trustees following the occurrence sale of any Covered Shares pursuant to this Section 5: (i) Seller shall sell, assign, transfer, convey and deliver to Purchasers such shares of the following events: 6.1. subject Common Stock free and clear of any and all Liens; and (ii) Seller shall make such other deliveries to clause 20.2 of the Scheme, the Beneficiary ceasing Purchasers as Purchasers may reasonably deem to be an Employee for necessary or desirable to consummate the transactions contemplated hereby. Any Purchaser may assign all or any reason whatever, or 6.2. the non-payment by the Beneficiary portion of such Purchaser’s rights under this Section 5 to any amounts which are due and owing to the Trustees pursuant to the Scheme; 6.3. the Beneficiary entering into an arrangement with his creditors or being declared bankrupt; or 6.4. a resolution of the Trustees to terminate the Scheme in consequence of a determination by the Trustees that there has been a change of control in respect of the Company as is referred to in clause 26 of the Scheme;other Purchaser.

Put and Call Option. (OFFERS ONLYa) If you wish to participate in Commencing upon the scheme by way termination of a share offer this document must be completed and returned together ▇▇▇▇▇▇▇▇▇▇’▇ employment with the acceptance form Company for any reason and ending on the security agreement. THIS AGREEMENT is made fifth anniversary of such termination (the day of 199[ ] between ("“Cut-Off Date”), the Beneficiary") AND [ ], trustees Sellers shall have the right and option at any time and from time to time to sell to Purchasers some or all of the MIH Limited Share Trust Shares, other than the Option Shares, held by Sellers at the date of termination of ▇▇▇▇▇▇▇▇▇▇’▇ employment ("the Trustees"“Covered Shares”) pursuant upon not less than fifteen (15) days’ prior written notice to which and in consideration Purchasers (the “Put Exercise Notice”). The Put Exercise Notice shall state the number of Covered Shares to be sold to Purchasers (the “Post-Termination Put Shares”). Upon delivery of the mutual covenants contained herein Put Exercise Notice, the Beneficiary Sellers shall be obligated to sell the Post-Termination Put Shares to the Purchasers, and each Purchaser shall be obligated to purchase one-third of the Trustees agree that:Post-Termination Put Shares from Sellers. The purchase price for the Put Shares shall be the Purchase Price, determined as of the date the Put Exercise Notice is delivered to Sellers or such other date that may be agreed between the Sellers and at least two of the Purchasers. The closing of the purchase and sale of the Post-Termination Put Shares shall be within twenty (20) days of delivery of the Put-Exercise Notice. 1. terms used in this Agreement shall(b) Commencing upon the second anniversary of the termination of ▇▇▇▇▇▇▇▇▇▇’▇ employment with the Company for any reason and ending on the fifth anniversary of such termination, unless the context otherwise required, each Purchaser shall have the meanings ascribed one-time the right and option to them in purchase one-third (and not less than one-third) of the Deed constituting the MIH Limited Share Trust Covered Shares then held by Sellers ("the Scheme"); 2. the Beneficiary which for purposes of this paragraph shall not sell, transfer or otherwise dispose include shares issuable upon exercise of any of his Scheme Sharesunexpired, nor unexercised options held by Sellers which have an exercise price less than the Purchase Price and which shall he pledge, hypothecate or otherwise encumber such scheme shares, except as set out be exercised in the Security Agreement, clauses 22 and 26.2 of the Scheme and in this Agreement; 3. the Beneficiary hereby grants the Trustees an option (the "Call Option") order to facilitate their purchase the Scheme Shares acquired by the Beneficiary pursuant to the Offer dated _______________________ 199_ in accordance with this paragraph) for the terms set out in this Agreement; 4. Purchase Price by not less than fifteen (15) days’ prior written notice to Sellers and the Trustees hereby grant the Beneficiary an option other Purchasers (the "Put Option"“Initial Call Notice”). If such Initial Call Notice is delivered by less than all of the Purchasers, the remaining Purchasers shall have five (5) days to require that exercise their right to purchase one-third of the Trustees purchase the Scheme Covered Shares acquired by the Beneficiary pursuant to the Offer dated _________________________ 199_ in accordance with this paragraph by delivery of written notice to Sellers and the terms other Purchasers. In the event a Purchaser elects not to or otherwise fails to provide notice of exercise within such five (5) day period, such rights shall be allocated to and conditions set out in this Agreement; 5. the Put Option may, subject to 11 below, may be exercised by the Beneficiary in respect of any Scheme Shares for which the full Purchase Price has been paidremaining Purchasers provided that they deliver a further notice to Sellers within five (5) days. Where a Put Option is exercised, the The purchase price payable by the Trustees for the Scheme Covered Shares which are the subject of the Put Option ("Put Shares") shall be the Market Value thereof Purchase Price, determined as at of the date on the Initial Call Notice is delivered to Sellers or such other date to which the Put Option is exercised;participating Purchasers and Sellers agree. Upon delivery by Purchasers of the notices required by this paragraph, the Sellers shall be obligated to sell to the delivering Purchasers, and the delivering Purchasers shall be obligated to purchase from the Sellers that portion of the Covered Shares indicated in their respective notices. The closing of the purchase and sale shall be within fifteen (15) days of delivery or expiration of the time for delivery of the final notice contemplated by this paragraph,. 6. (c) In connection with the Call Option may, subject to 7, 8 purchase and 10.2 below, be exercised by the Trustees following the occurrence sale of any Covered Shares pursuant to this Section 5: (i) Sellers shall sell, assign, transfer, convey and deliver to Purchasers such shares of the following events: 6.1. subject Common Stock free and clear of any and all Liens; and (ii) Sellers shall make such other deliveries to clause 20.2 of the Scheme, the Beneficiary ceasing Purchasers as Purchasers may reasonably deem to be an Employee for necessary or desirable to consummate the transactions contemplated hereby. Any Purchaser may assign all or any reason whatever, or 6.2. the non-payment by the Beneficiary portion of such Purchaser’s rights under this Section 5 to any amounts which are due and owing to the Trustees pursuant to the Scheme; 6.3. the Beneficiary entering into an arrangement with his creditors or being declared bankrupt; or 6.4. a resolution of the Trustees to terminate the Scheme in consequence of a determination by the Trustees that there has been a change of control in respect of the Company as is referred to in clause 26 of the Scheme;other Purchaser.