Common use of Put Option Clause in Contracts

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during Upon the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on Maturity Date of the first anniversary hereof, Note or (b) the ten repayment in full of all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note, the Holder shall have the right (10) Business Day period commencing on the date which is nine "PUT OPTION"), exercisable at its sole option, to require the Company to purchase the Warrant Shares at the Fair Market Value thereof (9) months after the date "PUT OPTION PRICE"); PROVIDED, HOWEVER, that the registration statement for the registration any exercise of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option must be for at least twenty-five (25%) of the then-outstanding Warrant Shares (as such number may be adjusted from time to time pursuant to this Warrant). If the Holder wishes to exercise the Put Option, it shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice furnish to the Company (a written notice notifying the “Put Notice”). The Put Notice shall specify the date on which the closing Company of the purchase of its election to exercise the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than Option and specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the date of purchase. Upon the receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, on such specified date of purchase, such Warrant Shares at the Put NoticeOption Price, regardless of whether this Warrant is exercised at such time; PROVIDED, HOWEVER, that if this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall be reduced by the Warrant Purchase Price, but only to the extent that this Warrant has not been exercised. On Notwithstanding the foregoing, if the Company repays in full all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note on or before the Put Closing Date, Lender will deliver to date that is three (3) years from the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer issue original date of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Warrant, the Put Price is Holder shall not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option until the date that is no earlier than the day after the date that is three (3) years from the issue date of this Warrant. The Company shall not be transferred or assigned to any third party. 6.1 Notwithstanding bear all costs and expenses incurred in connection with the foregoing, Lender shall have determination of the right, but not the obligation, to accelerate the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any legal fees and expenses incurred by the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together Holder in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionsuch determination. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate In connection with the exercise of the Put Option. Lender’s failure to timely notify , the Company Per Share Schaden Purchase Amount (as defined in SECTION 3.3) will be paid in connection with the determination of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionFair Market Value, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentslast paragraph of the definition of Fair Market Value, the Put Option set forth hereinabove, if and will not terminated by its terms herein, shall terminatebe paid pursuant to SECTION 3.3.

Put Option. The (a) At any time after March 31, 2010, upon written demand from the Warrantholder (such written demand, the “Put Notice”), the Company hereby grants to Lender an option shall purchase and the Warrantholder shall sell the number of Warrants indicated in the Put Notice (the “Put Option”) at a price equal to sell all or any portion the Fair Market Value of such Warrants. For purposes of this Section 13, “Fair Market Value” of a Warrant shall be the fair market value of the Issued Shares Warrant determined as of the date of delivery of the Put Notice to the Company by reference to the current fair market value of Common Stock if such current fair market value can be determined pursuant to Section 3(a) hereof. If such current fair market value cannot be determined pursuant to Section 3(a) hereof, “Fair Market Value” of a Warrant shall be the fair market value of the Warrant, determined as of the date of delivery of the Put Notice to the Company, as agreed between the Company and the Warrantholder as the result of good faith negotiations between them, within fifteen (15) days of the date of delivery of the Put Notice to the Company. If the Company and the Warrantholder are not able to agree on the Fair Market Value of a Warrant pursuant to the preceding sentence within fifteen (15) days of the date of delivery of the Put Notice to the Company, “Fair Market Value” of a Warrant shall be the fair market value of the Warrant, determined in each case as of the date of delivery of the Put Notice to the Company, by an independent appraiser or independent appraisers as follows: (i) within 15 days of delivery of the Put Notice to the Company, the Warrantholder shall select an independent appraiser (the “Put SharesWarrantholder Independent Appraiser”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of provide written notice to the Company of the identity of such independent appraiser, and the Company shall select an independent appraiser (the “Put NoticeCompany Independent Appraiser”)) and provide written notice to the Warrantholder of the identity of such independent appraiser. The Put Notice Company and the Warrantholder shall specify instruct the date on which Company Independent Appraiser and the closing Warrantholder Independent Appraiser to work together in good faith to select a third independent appraiser (the “Mutual Independent Appraiser”) within 20 days of the purchase delivery of the Put Shares Notice to the Company. (ii) Fair Market Value shall take place be as determined by the Warrantholder Independent Appraiser; provided that if, within five days of receipt of the determination of Fair Market Value made by the Warrantholder Independent Appraiser, the Company provides written notice to the Warrantholder that the Company objects to such determination, the Company shall obtain, as promptly as is reasonably practicable and in any event within 30 days of receipt of the determination of Fair Market Value made by the Warrantholder Independent Appraiser, a determination of fair market value from the Company Independent Appraiser (each of the determination of fair market value of the Warrantholder Independent Appraiser and the determination of fair market value of the Company Independent Appraiser, a “Party Determination” and together the “Put Closing DateParty Determinations”) and shall, within five days of receipt thereof, provide written notice of such determination to the Warrantholder. (iii) In the event that the Company obtains a determination of fair market value from the Company Independent Appraiser pursuant to the foregoing subclause (ii), (A) in the event that the lower of the Party Determinations is not more than 10% lower that the higher of the Party Determinations, Fair Market Value shall be the average of the Party Determinations, and (B) in the event that the lower of the Party Determinations is 10% or more lower than the higher of the Party Determinations, the parties shall obtain, as promptly as is reasonably practicable and in any event within 30 days of the receipt of the determination of the Company Independent Appraiser, a determination of fair market value from the Mutual Independent Appraiser (a “Mutual Determination”). (iv) In the event that the parties obtain a Mutual Determination pursuant to the foregoing subclause (iii), which (X) if the Mutual Determination is greater than the lower of the Party Determinations, but lesser than the higher of the Party Determinations, then Fair Market Value shall be the Mutual Determination, (Y) if the Mutual Determination is less than or equal to the lower of Party Determinations, then Fair Market Value shall be the lower of the Party Determinations, and (Z) if the Mutual Determination is equal to or greater than the higher of the Party Determinations, then Fair Market Value shall be the higher of the Party Determinations. The Company agrees to cooperate with the appraisers and to provide the appraisers with such access to the Company’s books, records and personnel as the appraisers might reasonably require in making such determinations. The fees and expenses of any such determination made by the appraisers shall be borne by the Company. The Fair Market Value of the Warrants shall be based upon a valuation of the Company as if all of its operations were being sold to a single purchaser in an arm’s length transaction between a willing purchaser and a willing seller through a disposition of all of its stock or assets and such valuation shall be determined without regard to the fact that the shares issuable upon exercise of the Warrants may constitute a minority ownership interest in a closely held corporation and shall not give effect to any discount for lack of liquidity of the Warrants or the shares issuable upon exercise of the Warrants, the fact that the Warrants or the shares issuable upon exercise of the Warrants may not be registered under the Securities Act or any contractual restrictions limiting the ability of the Warrantholder to dispose of the Warrants or the shares issuable upon exercise of the Warrants or limiting the ability of a transferee of such shares to transfer such shares. (b) The Put Option can be exercised for all or some of the Warrants and on up to three (3) occasions; provided that the Put Option cannot be exercised more than twice in any calendar year. (c) The consummation of any exercise of the Put Option shall occur on such date shall as may be agreed between the Warrantholder and the Company but in no earlier than ten (10) days but no event later than thirty (30) days from after the date later of (i) delivery of the applicable Put Notice. On or before Notice and (ii) the Put Closing Date, Lender will deliver to determination of the Company Fair Market Value of the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Warrants subject to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateSection 13(a) hereof.

Put Option. 9.1 The Company Initial Bison Party hereby grants to Lender an option the Company the right for the Company to require any Bison Parties to purchase all, but not some only, of the shares in LuxCo1 held by the Company at the Put Option Price (the “Put Option”). For the avoidance of doubt, the Put Option is personal to the Company. No other person shall have any rights pursuant to the Put Option and the Put Option may not be transferred to any person under any circumstances. 9.2 The Put Option shall only be exercisable by the Company giving notice (a “Put Option Notice”) in writing to sell the Bison Parties: 9.2.1 during the period commencing on the later of (i) the date that the audited 2009 Operating Group accounts are approved by the board of Cyprus1 and (ii) the date on which all or any portion amounts payable under the SPA in respect of the Issued Shares earnout arrangements contemplated by Clause 2.2.2 of the SPA have been repaid or determined to be zero and ending in either case 45 days thereafter (the “2010 Put SharesOption Period”) to ); provided, however, that the Company for a total purchase price of $195,000, pro-rated for any portion thereof (may not exercise the “Put Price”). The Put Option may be exercised with respect to any amount that during the 2010 Put Option Period unless the 2009 Operating Group EBITDA is equal to or less than the entire balance of the outstanding Put Shares, at any time exceeds USD 55 million; 9.2.2 during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which that the audited 2010 Operating Group accounts are approved by the board of Cyprus1 and ending 45 days thereafter (the “2011 Put Option Period”); provided, however, that the Company may not exercise the Put Option during the 2011 Put Option Period unless the 2010 Operating Group EBITDA is nine equal to or exceeds USD 65 million. 9.3 If a Call Option Notice has been served pursuant to Clause 8.2, the Lion Parties shall not be entitled to serve a Put Option Notice on a later day in the same exercise period; provided that if a Put Option Notice and a Call Option Notice are served on the same day, the parties agree that the Call Option Notice shall take precedence over, and apply in place of, the Put Option Notice. For the purposes of this Clause 9.3, a day shall mean a period from midnight to midnight in London. 9.4 The Put Option shall expire one day after the end of the 2011 Put Option Period, unless otherwise extended pursuant to Clause 9.6 below (9) months after the “Put Option Expiry Date”). 9.5 The Put Option Price payable by the Bison Parties to the Company shall be an amount payable in USD, and: 9.5.1 if the Company exercises the Put Option during the 2010 Put Option Period, shall be an amount equal to the 2010 Put Option Equity Value, multiplied by the prevailing Cayco Share; or 9.5.2 if the Company exercises the Put Option during the 2011 Put Option Period, shall be an amount equal to the 2011 Put Option Equity Value multiplied by the Prevailing Cayco Share. 9.6 If during the 2010 Put Option Period the Bison Parties exercise their rights to extend the Call Option under Clause 8.7 above, the Put Option will expire on the date of the expiry of the 2012 Call Option Period, and the Company may exercise the Put Option for a period of 45 days commencing on the date that the registration statement for the registration of the Issued Shares is declared effective audited 2011 Operating Group accounts are approved by the SEC . If not exercised during the Put Periodboard of Cyprus1, except that in such instance the Put Option Price shall terminate be an amount equal to the 2012 Put Option Equity Value, multiplied by the prevailing CayCo Share; provided, however, that the Company may not exercise the Put Option during such additional Put Option Period unless the 2011 Operating Group EBITDA is equal to or exceeds USD 75 million. 9.7 If the transfer of the shares which are the subject of the Put Option Notice under Clause 9.2 (the “Put Transfer”) requires Anti-Trust Approval, the Bison Parties undertake to the Lion Parties and the Company that they shall use their best efforts to obtain the Anti-Trust Approval as quickly as possible. The Lion Parties shall use all reasonable efforts to assist the Bison Parties in obtaining the Anti-Trust Approval and the Bison Parties shall provide the Lion Parties with all information relating to obtaining Anti-Trust Approval which the Lion Parties, acting reasonably, may request. In connection with obtaining Anti Trust Approval, the Bison Parties shall: 9.7.1 promptly notify the Lion Parties upon becoming aware of any matter or issue which may threaten, prevent, or delay the timely acquisition of the Anti-Trust Approval; 9.7.2 promptly provide the Lion Parties with copies of any correspondence or other communications to or from any competition authority relating to any Requirements, or details in the case of oral communications, and with copies of any written statement, order or decision of any competition authority, in each case to the extent allowed by applicable law; 9.7.3 without limitation to the provisions of Clause 9.7.2, provide the Lion Parties with a final draft of all submissions, notifications, filings, and other communications to any competition authority, at such time as will allow the Lion Parties a reasonable opportunity to review and provide comments prior to their submission and shall take into account all reasonable comments made by the Lion Parties; 9.7.4 allow the Lion Parties to participate in any discussions and/or negotiations with any competition authority, providing that the Lion Parties and the Bison Parties, together with their legal advisers, shall be able to attend any meetings, hearings or telephone conferences with the competition authority (provided that in the case of meetings where information that is commercially sensitive to the Bison Parties is likely to be discussed, the Bison Parties shall be entitled to exclude the Lion Parties from such meeting, but shall not unreasonably refuse to allow the Lion Parties’ legal advisers to be present); and 9.7.5 regularly review with the Lion Parties the progress of all notifications or filings. 9.8 The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Anti-Trust Approval has not been granted. 9.9 Without prejudice to the provisions of Clause 9.7, if Anti-Trust Approval will only be granted subject to Requirements, the Bison Parties undertake to the Company that they shall comply with those Requirements necessary to obtain Anti-Trust Approval (including, without limitation and for the avoidance of doubt, offering and agreeing any necessary Requirements) and promptly offer and agree with any relevant state or national competition authority or regulator the terms of any Requirements as will enable the Anti-Trust Approval to be granted without delay. Without prejudice to the obligations of the Bison Parties contained in Clause 9.7 to use best efforts to obtain Anti-Trust Approval and to the other provisions of this Clause 9.9, if within 60 Days of the Put Option Exercise Date Anti-Trust Approval has not been granted, the Bison Parties undertake to the Company that they shall immediately offer and agree any Requirements necessary to obtain Anti-Trust Approval within a period of 120 days from the Put Option Exercise Date; provided that, subject to Clause 9.10 and following consultation with the Lion Parties, if it becomes apparent to the Bison Parties, acting reasonably, that the terms of the Requirements they would be required to accept would have an effect that it is detrimental to the business and operations of the Parent and its subsidiary undertakings, the Bison Parties shall not be required as part of their obligations under Clauses 9.7 and this Clause 9.9 to agree such Requirements. In such a case, all rights under the Put Option in respect of that Put Option Period shall lapse and be of no further force or effect. The effect and the Bison Parties shall pay to the Lion Parties (for themselves and as trustees for each other member of the Group) an amount equal to all costs incurred by the Lion Parties and each other member of the Group in connection with the purported exercise of the Put Option in that Put Option Period. 9.10 If it becomes apparent to the Lion Parties, acting reasonably, during the course of seeking Anti-Trust Approval, that Anti-Trust Approval will be granted if the Group makes disposals or restructures any of its assets or business, the Company may, in its sole discretion, make such disposals (subject always to the provisions of Clauses 11.2 and 11.4), or enact any necessary restructuring of the Group, to allow Anti-Trust Approval to be granted. If the Company makes such disposals or enacts such restructuring the 120 day period for obtaining Anti-Trust Approval provided for in Clauses 9.9 and 9.11 shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify extended until 90 days from the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On disposal or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option restructuring is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partycompleted. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, 9.11 In relation to accelerate the exercise of the Put Option within a Put Option Exercise Period, if Anti-Trust Approval is not obtained within 120 days from the Put Option Exercise Date, or such longer period as determined pursuant to Clause 9.10, unless the Lion Parties and the Bison Parties have agreed otherwise, the Put Option (in relation to that Put Option Period) shall lapse and any obligations of the Lion Parties and the Bison Parties in relation to that exercise of the Put Option shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 9.7, 9.9, and 9.15 prior to such lapse. 9.12 The Parties agree that, in the calculation of Put Option Equity Value, the Operating Group EBITDA shall be increased by the addition of Minority Investment EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has been unable to do so, the Parties hereby agree that Financial Debt shall be reduced by the amount of any cash investment (including, without limitation, consideration paid for the Minority Investment, costs of investment or capital contributions of any kind, and any further costs relating to the acquisition of the Minority Investment, whether capitalised or charged to the profit and loss account) made by the Group in the Minority Investment after Closing. 9.13 Completion of the sale and purchase of the shares which are the subject of the Put Option Notice under Clause 9.2 will, subject to the provisions of Clause 8.22, occur upon the later of (i) the end of the relevant Put Option Period and (ii) ten Business Days following receipt of Anti-Trust Approval, and on such completion: 9.13.1 against delivery in accordance with Clause 9.13.2, the Bison Parties shall pay to the Company, in immediately available funds on the date of completion (or in such other manner as may be agreed by the Company and the relevant Bison Party), a Fundamental Transaction sum equal to the Put Option Price; 9.13.2 the Company shall deliver to the relevant Bison Party a duly executed transfer in favour of that Bison Party in respect of the relevant shares together with a share certificate(s) evidencing its title to such shares; 9.13.3 the Company shall procure that the relevant Bison Party is registered as the holder of the relevant shares; and 9.13.4 the Company shall do all such acts and/or execute all such deeds and documents in a form satisfactory to the relevant Bison Party as it may reasonably require to give effect to the transfer of the relevant shares pursuant to this clause. 9.14 If the Company exercises the Put Option in accordance with its terms, the Company undertakes to exercise its Drag-Along Rights under the LuxCo1 Shareholders’ Agreement and to use its best efforts to ensure that any Drag-Along Securities (as defined in the Loan LuxCo1 Shareholders’ Agreement) are transferred to and registered in the name of the Bison Parties, on the terms of the LuxCo1 Shareholders’ Agreement and the Bison Parties undertake to purchase all the Drag-Along Securities (as defined in the LuxCo1 shareholders Agreement). 9.15 If the Company exercises the Put Option in accordance with its terms and the Bison Parties (i) breach their obligations under this Agreement to purchase from the Company the shares in LuxCo1; and/or (ii) fail to comply with either their “best efforts” obligation under Clause 9.7 or any obligation under Clause 9.9 and, in either case, Anti-Trust Approval is not obtained within a period of 120 days from the Put Option Exercise Date (or such longer period as follows: The determined pursuant to Clause 9.10), the Bison Parties shall pay to the Company shall send written notice of an amount equal to 2.5 times Operating Group EBITDA for the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days Financial Year ending prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise exercise by the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure Such amount is agreed between the Company and the Bison Parties to timely notify be a genuine pre-estimate of the loss suffered by the Company of Lender’s intention to accelerate the Put Option breach by the Bison Parties of their obligations under this Clause 9. 9.16 The Company shall be deemed an intention entitled to decline set off any amounts payable to accelerate it by the Put OptionBison Parties under Clause 9.15 against any amounts which might otherwise be distributed to the Bison Parties upon a distribution made by the Company to the Shareholders. 6.2 In addition9.17 If for any reason Clause 9.15 or Clause 8.18 is held to be illegal, notwithstanding invalid or unenforceable, whether in whole or in part, such illegality, invalidity or unenforceability will be without prejudice to any other Clause of this Agreement and shall not invalidate or render illegal or unenforceable any other Clause of this Agreement. 9.18 The Company and the foregoingBison Parties agree that, Lender shall have without the right, but not the obligation, to accelerate the exercise consent of the Put Option following an Event of Default under the Loan Documents other (which acceleration right shall such consent not to be waived if not exercised following a prior Event of Defaultunreasonably withheld or delayed), neither they nor any of their Affiliates shall make or permit to be made any acquisition of any interest in any company or business which, so far as they are aware at the time of such acquisition, takes the combined market share, in the relevant market whether by volume or value, of the Parent, any undertakings in which event the Put Price shall be added to Parent controls, directly or indirectly, 20 per cent or more of the Obligations under the Loan Agreement and secured by the Collateral thereundervoting rights, and shall be immediately due the Group to an amount exceeding 35 per cent in the Russian Federation or an amount exceeding 30 per cent in the Ukraine. For the purposes only of this Clause, “relevant markets” are categories of alcoholic beverages. For example, each of (a) vodka, (b) ▇▇▇▇▇▇, (c) long drinks, and payable to Lender(d) table wine is a separate relevant market. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option (i) in respect of any Covered Bond which is the subject of an exercise by the Issuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, or (ii) following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Issuer Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg and/or DTC deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.05 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option (i) in respect of any Covered Bond which is the subject of an exercise by the Issuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, or (ii) following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Issuer Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby (a) Victory grants to Lender an option Chucktaylor the right (which will not be assignable or transferable to any other Person) to require Victory to purchase the Option Shares from Chucktaylor at the Put Option Price (the “Put Option”). (b) The Put Option may only be exercised once by Chucktaylor by delivering to sell all or any portion Victory written notice of Chucktaylor’s election to exercise the Issued Put Option and specifying therein the number of Option Shares to be purchased by Victory (the “Put SharesElection Notice”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during commencing upon a Victory Trigger Event and ending 30 days prior to the earlier to occur end of the following Put Option exercise periods Period. (the “Put Period”): (ac) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration The closing of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall will be of no further force or effect. The Put Option shall be exercisable by Lenderscheduled to occur within 90 days following Chucktaylor’s delivery to Victory of written notice the Put Election Notice; provided, however, that such closing will be extended for a period of time not to exceed an additional 45 days to enable Victory to obtain any necessary consents (including, without limitation, any consents from any of its lenders under Victory’s credit agreements) or make any filings with the Commission; provided further, however, that notwithstanding anything to the Company (the “Put Notice”). The Put Notice shall specify the date on which contrary herein, Victory, in its sole and absolute discretion, may elect not to consummate the closing of the purchase Put Option. On the Closing Date of the Put Shares shall take place Option, (the “Put Closing Date”), which such date shall be no earlier than ten (10i) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender Chucktaylor will deliver to Victory the Company the certificate(s) certificate or certificates representing the Put Shares (duly endorsed for transfer by Lender or Option Shares, accompanied by duly executed stock powers executed in blankblank and will otherwise take such action as Victory may determine in good faith is reasonably necessary in order to transfer to Victory good and marketable title to the Option Shares, free and clear of all claims, liens and encumbrances of any nature, and (ii) and the Company shall tender to Lender Victory will satisfy the Put Option Price in cash by wire transfer of in immediately available funds to an account at a bank designated in writing by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to Chucktaylor. (d) If Chucktaylor properly exercises the Put Option is an Obligation secured by the Collateral in accordance with this Section 6.02 and any related guarantees under the Loan Documents, and for so long as Victory does not consummate the Put Option is outstanding andwithin the time period set forth in Section 6.02, if exercisedVictory shall immediately forfeit the Call Option, the Put Price is not yet tenderedOption Period shall immediately terminate and the Standstill Termination Date shall immediately occur, the Lender’s right to receive the Put Price which collectively shall be secured the sole remedy of Chucktaylor for such failure by the Collateral and any related guarantees under the Loan Documents. Lender’s right Victory to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate consummate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option In the event that a Put Option Event shall occur during the Term, Purchaser shall have the right, but not the obligation (the “Put Option”), exercisable within sixty (60) to sell all or any portion days of the Issued Shares later of (the “Put Shares”i) to Purchaser’s receipt of written notice from the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised Event or (ii) Purchaser’s discovery that a Put Option Event has occurred (other than, in either case, with respect to any amount that is equal to a Bankruptcy Event or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following a Put Option exercise periods Event pursuant to clause (the “Put Period”): (ad) the ten (10) Business Day period commencing on the first anniversary hereofof said definition, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable immediately by Lender’s delivery of the Purchaser), to require the Company to repurchase from Purchaser the Assigned Interests at the Put/Call Price. In the event Purchaser elects to exercise its Put Option, Purchaser shall deliver written notice to the Company specifying the closing date which date shall be forty-five (45) days from such notice date (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Option Closing Date”), which such date shall notice must be no earlier than ten given within sixty (1060) days but no later than thirty (30) days of Purchaser’s receipt of written notice from the date Company of a Put Option Event. Failure to provide notice by such times will be deemed an irrevocable waiver of the right to exercise the Put NoticeOption. On or before the Put Option Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender repurchase from Purchaser the Put Assigned Interests at the Put/Call Price in cash cash, the payment of which shall be made by wire transfer of immediately available funds to an the account at a bank designated by LenderPurchaser. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Notwithstanding anything to the Put Option is an Obligation secured by contrary contained herein, immediately upon the Collateral and any related guarantees under the Loan Documentsoccurrence of a Bankruptcy Event, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Purchaser shall be deemed an intention to decline have automatically and simultaneously elected to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not Company repurchase from Purchaser the obligation, to accelerate Assigned Interests for the exercise of Put/Call Price in cash and the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Put/Call Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If without any portion further action or notice by any party. Immediately upon exercise by Purchaser of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinaboveand the payment by the Company to Purchaser of the Put/Call Price, if not terminated by its terms hereinPurchaser shall be deemed to have automatically assigned to the Company all right, shall terminatetitle, and interest in and to the Assigned Interest.

Put Option. The Company hereby grants Purchaser shall have the right, at its sole election, to Lender an option require the Seller to repurchase the Aircraft and Spares from Purchaser (the “Put Option”) to sell all on or any portion about the estimated completion date of the Issued Shares Purchaser’s Sunrise Powerlink transmission line project (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put PriceSunrise”). Upon Purchaser’s exercise of the Put Option, Seller shall purchase the Aircraft and Spares from Purchaser, and Purchaser shall sell and convey the Aircraft and Spares to Seller, at the prices and on the terms and conditions set forth in this Agreement. 2.6.1 The date the Put Option may be exercised with respect to any amount (“Put Option Date”), except as otherwise provided in this Section 2.6.1, shall be January 30, 2013. In the event that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): conditions are met on or before December 31, 2009: (a) the ten U.S. Forest Service shall have (10i) Business Day period commencing on the first anniversary hereofissued a decision approving Sunrise, or (ii) entered into a memorandum of understanding with Purchaser, Cal Fire, and the U.S. Bureau of Land Management in satisfaction of the fire mitigation conditions set forth in Decision No. ▇▇-▇▇-▇▇▇ of the California Public Utilities Commission (either (i) or (ii), a “Mitigation Agreement”); (b) the ten Mitigation Agreement incorporates the use of the Aircraft for fire mitigation following completion of Sunrise construction; and (10c) Business Day period commencing on the Mitigation Agreement provides a reasonable basis, in Purchaser’s sole judgment, for rate recovery for such use of the Aircraft, then the Put Option shall expire effective as of the date which is nine of such Mitigation Agreement. Purchaser shall deliver written notice to Seller of the expiration of the Put Option (9a “Put Expiration Notice”) months after as soon as reasonably practicable following the date of such Mitigation Agreement and not later than December 31, 2009. In the event that the registration statement for Mitigation Agreement is not issued or executed by December 31, 2009 then, in the registration sole discretion of the Issued Shares is declared effective Seller, Seller may thereafter deliver written notice to Purchaser that should a Mitigation Agreement meeting conditions (a), (b) and (c) above be executed or issued by the SEC . If not exercised during the Put PeriodOption Date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from expire effective upon the date of such Mitigation Agreement. Purchaser shall use diligent good faith efforts to cause the Put Notice. On execution or before the Put Closing Dateissuance of a Mitigation Agreement meeting conditions (a), Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankb) and the Company shall tender to Lender the Put Price in cash (c) by wire transfer of immediately available funds to an account at a bank designated December 31, 2009, and by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsDate if Seller has provided written notice as set forth in this Section 2.6.1, and for so long as Purchaser shall promptly deliver a Put Expiration Notice to Seller following the Put Option is outstanding andexecution or issuance of any such Mitigation Agreement. 2.6.2 Purchaser may elect, if exercisedin its sole discretion, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned by delivering a written exercise notice to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, Seller no less than six (6) months prior to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined Date, at which time Purchaser shall be deemed to have irrevocably exercised the Put Option, subject only to the terms and conditions set forth in this Agreement including, without limitation, Section 2.6.1. 2.6.3 Subject to the limitations set forth in the Loan Agreement)last sentence of this Section 2.6.3, as follows: The Company the repurchase price for the Aircraft (“Aircraft Repurchase Price”) shall send written notice be the appraised value of the proposed Fundamental Transaction Aircraft determined in accordance with the following procedure: Purchaser and Seller shall each appoint a qualified independent aircraft appraiser to render a written appraisal of the Aircraft’s value. The appraised value shall be the average of the two appraisals, provided that if the difference between the two appraisals is greater than ten percent (10%) and the parties are unable to agree on a value, then the two appraisers shall appoint a third qualified independent aircraft appraiser, whose written appraisal shall be averaged with the nearest of the two original written appraisals to determine the appraised value. [***]. 2.6.4 The repurchase price for the Spares (“Fundamental Transaction NoticeSpares Repurchase Price”) [***]. 2.6.5 If Purchaser shall have exercised the Put Option, Purchaser and Seller shall use diligent good faith efforts to cause the closing to take place no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate 5:00 p.m. Pacific Time on the Put Option shall Date (“Scheduled Closing”), provided, however, that the Scheduled Closing may be deemed an intention to decline to accelerate postponed upon the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise mutual written agreement of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderParties. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender (a) Upon the closing of the Acquisition Merger, the Seller is granted an option (the “Put Option”) to sell all or require the Company to purchase, at any portion time commencing upon the closing of the Issued Acquisition Merger and ending twelve (12) months thereafter (the “Put Option Exercise Period”), on the terms and conditions contained herein, up to $2,000,000 of the Merger Shares then held by the Seller. (b) This Put Option may be exercised (“Put Election”), in whole or in part, on one and only one occasion during the Put Option Exercise Period, by written notice (“Put Notice”) to the Company. The Put Election shall be deemed made on the date the Put Notice is delivered to the Company. The Put Notice shall specify (i) the number of Merger Shares to be sold and purchased pursuant to the Put Option (the “Put Shares”) to the Company for ), which shall not exceed a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is number equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective $2,000,000 divided by the SEC . If not exercised during the Put Period, the Put Option shall terminate Exercise Price, and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify ii) the date on which for the closing of the purchase and sale of the Put Shares shall take place (the “Put Closing DateClosing”), which such date shall be no earlier than ten (10) days but no later not less than thirty (30) days from or more than forty-five (45) days after the date of delivery of the Put Notice. On Such Put Election shall be irrevocable, unless Holder has obtained the written consent of the Company allowing a revocation. (c) The exercise price of the Put Option (the “Put Option Exercise Price”) shall be the average of the last closing sale price of the Common Stock on the primary market on which the Common Stock is then traded for the five (5) consecutive trading days ending on the trading day prior to the date the Put Notice is delivered to the Company. The Put Option Exercise Price shall be equitably adjusted for any stock split, reverse stock split, stock combination, stock dividend or before other similar transaction affecting the Common Stock as a whole occurring after the Put Notice is delivered to the Company but prior to the Put Closing. (d) Except as mutually agreed by the parties in writing, the Put Closing Dateshall take place on the date specified in the Put Notice. At or prior to the Put Closing: (i) If the Put Shares are represented by a certificate, Lender will Seller shall deliver to the Company the certificate(s) certificate representing the Put Shares Shares, registered in Seller’s name (duly endorsed for transfer by Lender or accompanied by duly executed stock powers an affidavit of loss and indemnification agreement in blank) and a form reasonably satisfactory to the Company shall tender to Lender in lieu of such certificate), together with an instrument of transfer for the Put Price Shares executed in cash blank with original signature from Seller, medallion guaranteed. (ii) If the Put Shares are represented by an entry, in Seller’s name, on the books and records of the Company’s transfer agent, Seller shall deliver an instrument of transfer for the Put Shares executed in blank with original signature from Seller, medallion guaranteed. (iii) The Company shall pay an amount equal to (A) the number of Put Shares, multiplied by (B) the Put Option Exercise Price, to Seller by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Seller in writing at least three (3) business days prior to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyClosing. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise (e) The grant of the Put Option pursuant to this Section 2 shall be conditioned upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionAcquisition Merger. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company hereby grants to Lender an option (a) From and after the date hereof until the first (1st) anniversary of the date of the Original Put Agreement (the “"Expiration Date"), UBS shall have the right from time to time, upon written notice thereof, specifying the Tutopia Shares to be put (the "UBS Put Option”) Notice"), to sell put to the Company all or any portion of the Issued its Tutopia Shares (the “"Put Shares”Option") at a price per share equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Exchange Ratio. (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than Within ten (10) days but no later after each receipt of a UBS Put Notice, the Company shall promptly make an offer to all other holders of Tutopia Shares (other than Latin Guide, Inc.) who are parties to the Tutopia Stockholders Agreement, by written notice thereof, to purchase a Pro Rata Portion of the Tutopia Shares held by each such holder thereof at a price per share equal to the Exchange Ratio and on the other terms and conditions set forth herein. UBS and all such other holders of Tutopia Shares who deliver a put notice (collectively with the UBS Put Notice, the "Put Notices") to the Company within fifteen (15) days after receipt of a notice from the Company pursuant to this Section 2(b), shall be considered to have exercised the Put Option simultaneously as of the date the Company received the UBS Put Notice for purposes of this Agreement. (c) Within thirty (30) days from following the date of the a UBS Put Notice. On , the Company shall purchase or before the Put Closing Date, Lender will deliver cause one or more of its subsidiaries to purchase and each Seller (as defined below) shall sell to the Company the certificate(s) representing the Put Tutopia Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender put pursuant to the Put Option is an Obligation secured Notices (subject to the Sellers' complying with any rights of first refusal or other restrictions on transfer of such Tutopia Shares). (d) At the closing of a purchase of Tutopia Shares pursuant this Agreement (a "Closing"), UBS and each of the other holders of Tutopia Shares which accepted the offer to purchase made pursuant to Section 2(b) (collectively with UBS, the "Sellers") shall deliver the certificate or certificates representing the Tutopia Shares owned by such Seller to be sold to the Collateral Company, free and any related guarantees under clear of all liens and encumbrances (other than pursuant to the Loan DocumentsTutopia Stockholders Agreement), and for so long the Company, as payment therefor, will issue and deliver to such Seller the Put Option is outstanding andappropriate number of shares of IFX Preferred Stock in the form of a single certificate (or such greater number of certificates representing such shares as such Seller may request), if exercisedeach dated the date of Closing and registered in such Seller's name (or in the name of such Seller's nominee(s)). (e) At each Closing, the Put Price each Seller which is not yet tendered, then a party to the Lender’s right to receive Stockholders Agreement or the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Registration Rights Agreement (as such terms are defined in the Loan Preferred Stock Purchase Agreement), as follows: The Company ) shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior become a party to each such agreement by executing and delivering to the date Company a counterpart signature page thereof. In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall waive any further rights under the proposed consummation of Tutopia Stockholders Agreement (with respect to the Fundamental Transaction, together with all relevant information relating thereto, Tutopia Shares put) as a condition to participating in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt In the event that any Seller refuses or fails to become a party to such agreements or make such representation and warranty or otherwise fails to comply with all of the Fundamental Transaction Noticeobligations of a Seller hereunder, Lender then such Seller shall advise the Company whether the Lender has elected be deemed to accelerate have revoked the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the its Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right and shall not be waived if entitled to have its Pro Rata Portion of Tutopia Shares purchased by the Company at the Closing. Each Tutopia stockholder who is not exercised following an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company, appoint a prior Event of Default), in which event purchaser representative (as such term is defined under the Put Price shall be added Securities Act) reasonably satisfactory to the Obligations under the Loan Agreement Company and secured by the Collateral thereunder, and shall be immediately due and payable to Lendersuch stockholder. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) At any time, and from time to Lender an time, between the Closing Date and the twenty (20)-month anniversary of the Closing Date (the “Put Period”), Purchaser shall have the option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate require Seller to repurchase any Put Option Loan, for any reason or no reason, at the Loan Value for such Put Option Loan on Purchaser’s books as of the date of repurchase. Purchaser shall exercise the Put Option by written notice to Seller, detailing the terms of the Put Option upon a Fundamental Transaction (as defined in Loan. Seller shall complete the Loan Agreement), as follows: The Company shall send written notice purchase of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than Put Option Loan within thirty (30) days prior Business Days of receipt of Purchaser’s written notice of exercise. (b) At the end of each calendar quarter during the Put Period, Purchaser shall pay to Seller with respect to each Put Option Loan interest equal to 0.5% (as calculated on an annualized basis) on the average balance of such Put Option Loan (the “Put Option Interest”), which average balance shall be calculated for each Put Option Loan by taking the average of (i) the balance of each such Put Option Loan as of the end of the quarter for which payment of Put Option Interest is due and (ii) the balance as of the end of the immediately preceding calendar quarter. At any time during the Put Period, upon five (5) calendar days’ notice to Seller, Purchaser shall have the option of irrevocably converting any Put Option Loan into a Transferred Loan. To the extent a Put Option Loan is either repurchased by Seller or converted to a Transferred Loan during a calendar quarter, Purchaser shall pay Put Option Interest on such repurchased or converted Put Option Loan for the quarter in which such repurchase or conversion is effective based on a Put Option Loan balance of zero only as of the end of the quarter for which payment of Put Option Interest is due. (c) If, during the Put Period, Purchaser exercises the Put Option with respect to any Put Option Loan and Seller fails, for any reason, to complete the purchase of such Put Option Loan within thirty (30) Business Days of its receipt of Purchaser’s written notice of exercise, Purchaser shall retain such Put Option Loan and shall have the absolute right to withdraw an amount equal to the date Loan Value from the Holdback Amount as compensation for Seller’s failure to repurchase such Put Option Loan (a “Put Option Claim”). At the conclusion of the proposed consummation Put Period, Purchaser shall release to Seller an amount equal to the Holdback Amount, less any amounts withdrawn to pay prior Put Option Loan Claims made under this Section 2.10(c), less an amount equal to the Loan Value of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate any Put Option Loan for which Purchaser has exercised the Put Option. Within fifteen (15) days , but for which the repurchase of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the such Put Option shall be deemed an intention to decline to accelerate the Put OptionLoan has not yet been completed. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants In the event the Transferring Founder should sell any Shares in contravention of the co-sale rights of the Investors under Section 2(b) (a “Prohibited Transfer”), the Investors, in addition to Lender an such other remedies as may be available at law, in equity or hereunder, shall have the put option (provided below, and the “Put Option”) Transferring Founder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each Investor shall have the right to sell all or any portion to the Transferring Founder the type and number of shares of the Issued Shares Company’s capital stock then held by such Investor equal to the number of shares each Investor would have been entitled to transfer to the third-party transferee(s) under Section 2(b) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the “Put Shares”shares are to be sold to the Transferring Founder shall be equal to the price per share paid by the third-party transferee(s) to the Company for a total purchase price of $195,000, pro-rated Transferring Founder in the Prohibited Transfer. The Transferring Founder shall also reimburse each Investor for any portion thereof (and all fees and expenses, including legal fees and expenses, incurred pursuant to the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to exercise or less than the entire balance attempted exercise of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Investor’s rights under Section 2 and this Section 3. (b) the ten Within ninety (1090) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration later of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date dates on which the closing Investor (X) received notice of the purchase Prohibited Transfer or (Y) otherwise became aware of the Put Shares shall take place (Prohibited Transfer, each Investor shall, if exercising the “Put Closing Date”)put option created hereby, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company Transferring Founder the certificate(s) certificate or certificates representing the Put Shares (duly shares to be sold, each certificate to be properly endorsed for transfer transfer. (c) The Transferring Founder shall, upon receipt of the certificate or certificates for the shares to be sold by Lender or accompanied by duly executed stock powers in blank) an Investor pursuant to this Section 3, pay the aggregate purchase price therefor and the Company shall tender to Lender the Put Price amount of reimbursable fees and expenses, as specified in Section 3(a), in cash or by wire transfer of immediately available funds other means acceptable to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyInvestor. 6.1 (d) Notwithstanding the foregoing, Lender any attempt by the Transferring Founder to transfer Shares in violation of Section 2 shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise be void and the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionagrees it will not effect such a transfer nor will it treat any alleged transferee(s) as a stockholder. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (On the “Put Option”) to sell all or any portion first year anniversary of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000Original Issue Date and thereafter, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first each third monthly anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodthereof, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Holders shall have the right, but not at their sole discretion (the obligation"PUT RIGHT"), to accelerate require the exercise Company to prepay all or a portion of the then outstanding principal amount and interest under the Debentures by delivering to the Company a written notice (a "PUT NOTICE"), specifying therein the outstanding principal amount and interest subject to the Put Option upon Right. A date on which a Fundamental Transaction (Put Notice is delivered by a Holder is a "PUT DATE" and the 75th day following a Put Date, is a "PUT PAYMENT DATE." Subject to the right to deliver shares of Common Stock as defined described in the Loan Agreementimmediately following sentence, not later than the Put Payment Date, the Company will pay and deliver to the Holder exercising its Put Right, free of any claim of subordination, an amount of cash (in immediately available funds) equal to the sum of: (i) the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon (each as indicated in the Put Notice), as follows: and (ii) all other amounts, costs, expenses and liquidated damages then owing in respect of such principal amount (the "PUT PRICE"). The Company shall send may deliver a written notice of to the proposed Fundamental Transaction (“Fundamental Transaction Notice”) Holders no later than thirty (30) days 30 Trading Days prior to a Put Date (a "COMPANY NOTICE"), indicating therein its intention not to pay in excess of a maximum dollar amount in cash as part of any subsequent Put Price (the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen "MAXIMUM CASH AMOUNT") (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether may indicate in such Company Notice that the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option election contained therein shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Defaultcontinue for later periods until revised), in which event case, in response to a Put Notice, the Company shall: (i) pay to the Holder the Maximum Cash Amount, if any, no later than the Put Payment Date and (ii) deliver to the Holder not later than the third Trading Day following the applicable Put Payment Date a number of shares of Common Stock equal to the quotient obtained by dividing (A) the difference between the Put Price and the Maximum Cash Amount by (B) the lower of (x) the Conversion Price and (y) the average of the Per Share Market Values for the five Trading Days preceding the Put Date. The Company's rights and obligations (as applicable) to deliver shares of Common Stock pursuant to this Section 5 shall be added subject to the Obligations under provisions of Sections 4(a)(iv)(B), 4(b)(ii) and 4(b)(iii) hereof, respectively. If the Loan Agreement and secured by Company shall fail to timely deliver a Company Notice to the Collateral thereunderHolders, and shall the Company will be immediately due and payable required to Lender. 6.3 pay the entire Put Price in cash. If any portion of the Note is converted into Common Stock pursuant cash portion of the Put Price shall not be paid on or prior to the Loan DocumentsPut Payment Date, then, notwithstanding anything herein to the contrary, the Holder shall have the right to either (i) rescind the Put Option set forth hereinaboveNotice or (ii) convert all or a portion of the principal amount and interest under the Debentures previously subject to the Put Right at a conversion price equal to the lower of (x) the Conversion Price and (y) the average of the Per Share Market Values during the ten Trading Days immediately preceding either the Put Payment Date or the date the Holder rescinds the Put Notice, if not terminated by its terms herein, shall terminatewhichever is lower.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms or Pricing Supplement as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms or Pricing Supplement (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms or Pricing Supplement in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms or Pricing Supplement, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms or Pricing Supplement). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, Executive shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units, pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify Executive of the occurrence of such event and Executive may elect to exercise the Qualified Disposition Put Notice. On or before Option by giving written notice to Holdings of such election, setting forth the Put Closing Datenumber of Common Units and/or Preferred Units to be repurchased by Holdings, Lender will deliver within 15 days after the date of delivery of Holdings' notice to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderExecutive. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, Executive shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.5 hereof, Holdings shall deliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder by (i) the Fundamental TransactionCoinmach Board without Cause or (ii) Executive for Good Reason, together with Executive shall have the right to require that Holdings repurchase all relevant information relating theretoClass C Preferred Units held by Executive pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"); provided, however, that Holdings shall only be obligated to repurchase Executive's Class C Preferred Units pursuant to the Termination Put Option at such time as the Holdings' Board, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Noticeits good faith judgment, Lender shall advise determines that the Company whether has sufficient assets to repurchase Executive's Class C Preferred Units without a material negative impact on the Lender has elected Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures). The purchase price for each Class C Preferred Unit pursuant to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, Executive may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Class C Preferred Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of Executive's written notice of election to exercise the Termination Put Option. At such closing, Executive shall deliver to Holdings the certificates representing the Class C Preferred Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.5 hereof, Holdings shall terminatedeliver to Executive the purchase price for such Class C Preferred Units by cashier's or certified check or wire transfer.

Put Option. The Company hereby grants If the Call Option has not been exercised, or in the event the Callholder is not required or fails to Lender an option (deliver the “Put Option”) Call Price to sell all the Trustee by 12:00 noon, New York City time, on the relevant Coupon Reset Date, or any portion if such Coupon Reset Date is not a Business Day at such time on the next succeeding Business Day, the Trustee will be required for and on behalf of the Issued Shares (Holders of the “Put Shares”) Securities of this series to exercise the option to put the Securities of this series to the Company for pursuant to the terms hereof ("Put Option"). Upon exercise of the Put Option, the Company will be required to redeem all of the Securities of this series on the applicable Coupon Reset Date at a total purchase redemption price equal to 100% of $195,000the aggregate principal amount of the Securities of this series, pro-rated for any portion thereof if such Coupon Reset Date is the Initial Coupon Reset Date, or at the Dollar Price, if such Coupon Reset Date is the Floating Period Termination Date (in each case, the “"Put Redemption Price”"). The Put Option may will be exercised with respect to any amount that is equal to or less than automatically by the entire balance Trustee, for and on behalf of the outstanding Holders, if the Call Option has not been exercised, or in the event the Callholder is not required or fails to deliver the Call Price to the Trustee as aforesaid. If the Trustee exercises the Put SharesOption, the Company will deliver the Put Redemption Price to the Trustee, together with the accrued and unpaid interest due on the applicable Coupon Reset Date, by no later than 2:00 p.m., New York City time, on such Coupon Reset Date, or if such Coupon Reset Date is not a Business Day at any such time during on the earlier to occur next succeeding Business Day, and the Holders of the following Put Option exercise periods (Securities of this series will be required to deliver the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Securities of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice this series to the Company (against payment therefor on such Coupon Reset Date through the “facilities of DTC. No Holder of any Security of this series or any interest therein has the right to consent or object to the Trustee's duty to exercise the Put Notice”)Option. The Put Notice shall specify Notwithstanding anything herein to the date on which contrary, the closing failure of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right Trustee to exercise the Put Option shall not be transferred affect the obligation of the Company, which is absolute and unconditional, to redeem the Securities of this series on the applicable Coupon Reset Date if the Call Option has not been exercised, or assigned in the event the Callholder is not required or fails to deliver the Call Price to the Trustee as aforesaid, and no Holder of any third party. 6.1 Notwithstanding the foregoing, Lender Security of this series shall have any claim against the right, but not the obligation, Trustee for its failure to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen Determination of Applicable Interest Rate From and after the issuance date to but excluding the Initial Coupon Reset Date and from and after the Fixed Rate Coupon Reset Date to but excluding the Maturity Date, interest shall accrue on the basis of a 360-day year of twelve 30-day months. If the Callholder elects to purchase the Securities of this series, then by 3:30 p.m., New York City time, on the third Business Day immediately preceding the applicable Coupon Reset Date, the Calculation Agent will determine either (15a) days of Lender’s receipt the Floating Rate Spread, in the case of the Fundamental Transaction Notice, Lender shall advise Initial Coupon Reset Date where the Company whether the Lender has elected to accelerate exercise its Floating Period Option, or (b) the exercise Interest Rate to Maturity, to the nearest one hundredth of one percent per annum, unless the Company is required to redeem the Securities of this series. Each Floating Period Interest Rate will equal the sum of the Put Reference Rate and the Floating Rate Spread, and the Interest Rate to Maturity will equal the sum of the Base Rate and the Applicable Spread. Both the Floating Rate Spread and the Applicable Spread will be based on the Dollar Price of the Securities of this series. The Floating Period Interest Rate, the Interest Rate to Maturity and the Dollar Price for the Securities of this series as announced by the Calculation Agent, absent manifest error, will be binding and conclusive upon the beneficial owners of the Securities of this series, the Company and the Trustee. Following the Callholder's election to purchase the Securities of this series in connection with the Initial Coupon Reset Date, but prior to the Floating Period Notification Date, which will be the fourth Business Day prior to the Initial Coupon Reset Date, the Company may elect, by notice to the Callholder and the Trustee, to exercise its Floating Period Option. Lender’s failure to timely notify If the Company so elects, the Securities of Lender’s intention this series will bear interest at the Floating Period Interest Rate until the Floating Period Termination Date, which will be the earlier of May 15, 2004, or the date which otherwise would be the first Reference Rate Reset Date following the Floating Period Termination Notification Date. The Floating Period Termination Notification Date will be at least four Business Days prior to accelerate such Reference Rate Reset Date. In the Put Option shall be deemed an intention to decline to accelerate event that the Put Company exercises its Floating Period Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise maturity date of the Put Option following an Event Securities of Default under this series will be extended to the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event tenth anniversary of Default)the Floating Period Termination Date, in which event case the Put Price Securities of this series will mature not later than May 15, 2014. The amount of interest payable for each day that the Securities of this series are outstanding during the Floating Rate Period will be calculated by dividing the Floating Period Interest Rate in effect for such day by 360 and multiplying the result by the Dollar Price. The amount of interest payable for any Floating Rate Reset Period will be calculated by adding the interest payable for each day in the Floating Rate Reset Period. As long as the Securities of this series are listed on the Luxembourg Stock Exchange ("LSE"), (i) the Company shall be added notify LSE, not later than five Business Days prior to the Obligations under Scheduled Maturity Date, of any extension of maturity and (ii) the Loan Agreement and secured by the Collateral thereunder, and Calculation Agent shall be immediately due and payable to Lender. 6.3 If any portion notify LSE of the Note is converted into Common Stock pursuant to Floating Period Interest Rate for any Floating Rate Period no later than the Loan Documentsfirst day of such period. If the Callholder has exercised the Call Option, the Put Option Company and the Calculation Agent will complete the following steps in order to determine each Coupon Reset Rate. The Company and the Calculation Agent will use reasonable efforts to cause the actions set forth hereinabove, if not terminated by its terms herein, shall terminatebelow to be completed in as timely a manner as possible.

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, Executive shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units, pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify Executive of the occurrence of such event and Executive may elect to exercise the Qualified Disposition Put NoticeOption by giving written notice to Holdings of such election, setting forth the number of Common Units and/or Preferred Units to be repurchased by Holdings, within 15 days after the date of delivery of Holdings' notice to Executive. On or before In the event of the exercise of a Qualified Disposition Put Closing DateOption, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) CSC and the Company shall tender will, subject to Lender the terms of any of their then outstanding indebtedness be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Executive Units subject to the Qualified Disposition Put Price Option, in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderorder that Holdings can satisfy its obligations under such Qualified Disposition Put Option. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, Executive shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.6 hereof, Holdings shall deliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder (i) by the Coinmach Board (in the case of employment with the Company) or by the CSC Board (in the case of employment with CSC), in each case without Cause, or (ii) by Executive for Good Reason, Executive shall have the right to require that Holdings repurchase all Units of each class of Executive Units held by Executive pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"), and in the event the Termination Put Option is exercised, CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Fundamental Transaction, together with all relevant information relating theretoExecutive Units subject to the Termination Put Option, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the order that Holdings can satisfy its obligations under such Termination Put Option. Within fifteen (15) days of Lender’s receipt of ; provided, however, that Holdings shall only be obligated to repurchase Executive's Executive Units pursuant to the Fundamental Transaction NoticeTermination Put Option at such time as the CSC Board, Lender shall advise in its good faith judgment, determines that the Company whether and/or CSC (as the Lender case may be) has elected sufficient assets to accelerate repurchase Executive's Executive Units without a material negative impact on CSC's and/or the exercise Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures of such parties). The purchase price for each Executive Unit pursuant to the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, Executive may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Executive Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of Executive's written notice of election to exercise the Termination Put Option. At such closing, Executive shall deliver to Holdings the certificates representing the Executive Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.6 hereof, Holdings shall terminatedeliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer.

Put Option. (a) The Company Purchaser Shareholder hereby irrevocably grants to Lender an option the Seller Shareholder (and any Permitted Transferee thereof that acquires Shares pursuant to and in compliance with Article V) the right, but not the obligation (the “Put Option”), subject to the terms and conditions set forth in this Section 6.1, to sell to Purchaser Shareholder (or its successor or Permitted Transferee) and to require Purchaser Shareholder (or its successor or Permitted Transferee) to sell purchase, all or any portion (but not less than all) of the Issued Shares beneficially owned by Seller Shareholder and/or its Affiliates and Permitted Transferees (the “Put Shares”). (b) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time; provided that if at such time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodJoint Venture Agreement remains in full force and effect, the Put Option shall terminate not be exercised by Seller Shareholder unless Moët ▇▇▇▇▇▇▇▇ International shall have given its prior written consent to such exercise and shall have irrevocably waived any call option or termination rights arising under the Joint Venture Agreement or any right of first refusal over the Put Shares. (c) The price at which the Put Option shall be of no further force or effect. exercised and the Purchaser Shareholder shall be obligated to purchase the Put Shares (the “Exercise Price”) shall be calculated in the manner set forth on Schedule 1. (d) The Put Option shall be exercisable exercised, if at all, by Lender’s the delivery by Seller Shareholder of a written notice to the Company (the “Put Notice”). ) to Purchaser Shareholder, provided that if the Put Option is being exercised at any time the Joint Venture Agreement remains in full force and effect, the Seller Shareholder shall attach evidence in a form reasonably satisfactory to Purchaser Shareholder that Moët ▇▇▇▇▇▇▇▇ International has waived its call option, termination rights and rights of first refusal under the Joint Venture Agreement. (e) The Put Notice shall specify the date on which the closing of the sale and purchase of the Put Shares shall take place (the “Put Closing DateClosing”), which such date ) shall be no earlier than ten subject to the receipt by Purchaser Shareholder of any material regulatory approvals from any Governmental Authority of competent jurisdiction, including, without limitation, the Russian Federal Antimonopoly Service. (10f) days but no later than thirty (30) days from The Put Closing shall take place as soon as practicable after the date delivery of the Put Notice. On or before , but in any event no earlier than December 31 of the year in which the Put Closing Date, Lender will deliver to the Company the certificate(s) representing Option is exercised and the Put Shares Notice delivered. (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankg) and the Company shall tender to Lender At the Put Price in cash Closing: (i) the Purchaser Shareholder shall pay, or cause to be paid, to Seller Shareholder by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant amount in U.S. dollars equal to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsExercise Price; and (ii) Seller Shareholder shall transfer to Purchaser Shareholder, and for so long as the Put Option is outstanding and, if exercisedor its designee, the Put Price is not yet tenderedShares, the Lender’s right to receive the Put Price shall be secured by the Collateral free and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise clear of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunderliens, and shall be immediately due and payable deliver to LenderPurchaser Shareholder, or its designee, all documentation that Purchaser Shareholder may reasonably request in order to perfect the transfer of such title. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) If an IPO or a HK IPO has not been consummated by the Company hereby grants on or prior to Lender three and one-half (3-1/2) years after the Effective Date, each of the Original Other Shareholders shall have an option (the “each, a "Put Option”") to sell all require CNCHK to purchase a number of Shares equal to the lesser of (i) the total number of Shares it holds and (ii) the number of Shares it originally purchased pursuant to Section 4.01(b) plus the number of Shares subsequently purchased or received from any portion other Original Other Shareholder or an Affiliate of an Original Other Shareholder (in each case adjusted for any share splits, reverse share splits, share subdivisions, share consolidations, bonus issues, share dividends, reclassifications, rights offerings, dilutive offerings of equity or equity-linked securities or other events having similar effect) at a price per Share (the "Exercise Price") equal to the higher of (x) fifty percent (50%) of the Issued Shares Original Purchase Price and (the “Put Shares”y) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof Fair Market Value determined in accordance with Section 8.07. (the “Put Price”). The b) A Put Option may be exercised with respect to any amount that is equal to or less than the entire balance only once by each of the outstanding Put Shares, at any time Original Other Shareholders during the earlier to occur of six (6) month period from three and one-half (3-1/2) years after the following Effective Date (the "Put Option Period"), provided, that a Put Option is not exercisable by an Original Other Shareholder if an IPO or a HK IPO is consummated prior to such Original Other Shareholder delivering written notice of its intention to exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodOption. Any Original Other Shareholder desiring to exercise its Put Option (each being, a "Selling Shareholder") shall, prior to the expiration of the Put Option shall terminate and shall be of no further force or effect. The Period deliver a written notice (the "Put Option shall be exercisable by Lender’s delivery Notice") to CNCHK stating its intention to exercise its Put Option and identifying the total number of written notice Shares it desires to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from sell to CNCHK as at the date of the Put NoticeOption Notice (which shall be payable exclusively in U.S. Dollars in cash (unless otherwise agreed)). (c) The sale of the Shares identified in a Put Option Notice shall be completed on a date mutually agreed upon by CNCHK and the Selling Shareholder delivering such Put Option Notice and, in any event within seven (7) Business Days after the date of the Fair Market Value determination at such reasonable time and place that CNCHK and such Selling Shareholder agree. On or before At the completion of such sale, the Selling Shareholder shall, against payment of the Exercise Price multiplied by the number of Shares identified in the Put Closing DateOption Notice, Lender will deliver to CNCHK such certificate or certificates evidencing all the Company the certificate(s) representing Shares identified in the Put Option Notice, free and clear of all Encumbrances. CNCHK shall pay in U.S. Dollars an amount equal to the Exercise Price multiplied by the number of Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers identified in blank) and the Company shall tender to Lender the Put Price in cash Option Notice by wire transfer of in immediately available funds to an the bank account at a bank designated by Lenderthe Selling Shareholder at least three (3) Business Days prior to such date of completion. The Company and Lender acknowledge and agree that If the Company’s Selling Shareholder does not deliver to CNCHK such certificate or certificates evidencing all the Shares identified in the Put Option Notice, the obligation of CNCHK to purchase the Issued Shares from Lender and the obligation of the Selling Shareholder to sell the Shares pursuant to the Put Option is an Obligation secured by Notice from the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price Selling Shareholder shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyterminated. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Subject to the last sentence of this Section 1.4, after the occurrence of a Put Event or within the first sixty days after the second anniversary of the Closing Date and each succeeding anniversary of the Closing Date, each Purchaser shall have the right (a "Put Right") to cause SatCon to purchase all of the Preferred Shares and warrants issued to such Purchaser pursuant to this Agreement, all Preferred Shares or other capital stock of the Company hereby grants issued in payment of dividends on such Preferred Shares and all Conversion Shares issued to Lender an option such Purchaser (collectively, the "Put Shares") for a consideration (the “"Put Option”Consideration") to sell all or any portion of the Issued Shares (the “Put Shares”) equal to the Company for a total purchase price sum of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (ai) the ten stated value of (10A) Business Day period commencing on the first anniversary hereof, or such Preferred Shares owned by such Purchaser and (bB) the ten Preferred Shares that were converted into Conversion Shares plus (10ii) Business Day period commencing all accrued but unpaid dividends (whether or not declared) on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective such Preferred Shares. A Purchaser may exercise its Put Right by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of delivering to SatCon a written notice to the Company (the “Put Notice”)of such exercise, which notice, once given, shall not be revoked without SatCon's consent. The Put Notice shall specify the date on which the closing Consummation of the purchase of the Put Shares by SatCon shall take place at a closing to occur at the principal offices of SatCon on a date chosen by SatCon (with at least three Business Days' advance written notice to the “Purchaser exercising such Put Closing Date”), which such date shall be no earlier than ten (10Right) days but no later than thirty (30) 25 days from after the date of the it receives such Put Notice. On or before At such closing, the Purchaser exercising such Put Closing Date, Lender will Right shall deliver to SatCon the Company the certificate(s) certificates representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) , and the Company SatCon shall tender deliver to Lender such Purchaser the Put Price Consideration in cash by wire transfer shares of immediately available funds to an account at a bank designated by LenderSatCon Common Stock. The Company and Lender acknowledge and agree that number of shares to be issued in payment of such Put Consideration shall equal the quotient obtained by dividing the Put Consideration by the Average Market Price. No fractional share shall be issued in such payment; in lieu of issuing any such fractional share, SatCon shall pay to such Purchaser cash in an amount equal to the amount of such fraction multiplied by the Average Market Price. The Put Rights set forth in this Section 1.4 shall terminate, if not previously exercised, at 5 p.m. New York time on the earlier of (x) the fifth anniversary of the Closing Date, (y) the date the Company’s obligation to purchase 's Common Stock is listed on the Issued Shares from Lender pursuant New York Stock Exchange or the Nasdaq National Market or (z) as to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Rights of a Purchaser resulting from a Put Option is outstanding and, if exercisedEvent, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon 100th day after such Purchaser receives a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice from SatCon delivered after the occurrence of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the such Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the Event requesting that such Purchaser either exercise of the or waive its Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Rights resulting from such Put Option shall be deemed an intention to decline to accelerate the Put OptionEvent. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) In the event of a Termination Event or immediately prior to Lender an option a Termination Event, the Limited Partner shall have the right (the “Put OptionRight”) to sell all or any a portion of the Issued Shares its Limited Partnership Interest (the “Put SharesInterest”) to the Company Partnership for cash, at a total purchase price of $195,000, pro-rated for any portion thereof (equal to the “Put Price”fair market value as set forth in Section 9.7(c). The Put Option may be exercised with respect Limited Partner may, in its sole discretion, elect to any amount that take the consideration offered in the Termination Event if it is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effectequity in an entity. The Put Option Right shall be exercisable by Lender’s delivery of written exercised pursuant to a notice to the Company (the “Put Notice”)) delivered by the Limited Partner to the General Partner. The An assignee of a Limited Partner shall receive the Put Notice shall specify Right set forth in this Section 9.7. In connection with any exercise of such Put Right by an assignee of a Limited Partner, the date on which the closing of the purchase Fair Market Value of the Put Shares Interest shall take place (be paid by the “Put Closing Date”), Partnership directly to such assignee and not to the Limited Partner from which such date shall be no earlier than ten assignee acquired its Put Interest. (10b) Within 30 days but no later than thirty (30) days from after the date delivery of the Put Notice. On or before Notice by the Put Closing Date, Lender will deliver Limited Partner to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees General Partner under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Section 9.7, the Put Price is not yet tendered, Partnership shall transfer and deliver the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise fair market value of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement)Interest to such Limited Partner or, as follows: The Company applicable, its assignee, whereupon the Partnership shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate acquire the Put Option. Within fifteen Interest of such Limited Partner or, as applicable, its assignee, and such Put Interest shall no longer be considered outstanding. (15c) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise The value of the Put Option. Lender’s failure Interest being sold pursuant to timely notify the Company of Lender’s intention to accelerate the Put Option this Section 9.7 shall be deemed an intention equal to decline the amount the Limited Partner would have received if all of the assets of the Partnership were sold at the Transaction Value, (or at their fair market value if there was no Termination Event) all liabilities of the Partnership were paid in full and all remaining funds were distributed to accelerate the Partners in accordance with this Agreement. The fair market value of a Put Option. 6.2 In addition, notwithstanding Interest shall be determined by agreement between the foregoing, Lender shall have Partnership and the right, but Limited Partner. If the Partnership and the Limited Partner cannot agree upon the obligation, to accelerate the exercise fair market value of the Put Option following an Event of Default under Interest being sold pursuant to this Section 9.7 within 30 days, the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price fair market value thereof shall be added to the Obligations under the Loan Agreement and secured determined by an independent appraiser selected by the Collateral thereunder, Limited Partner and shall be immediately due and payable to Lender. 6.3 If any portion approved by the Partnership. The decision of the Note is converted into Common Stock appraiser selected pursuant to this Section 9.7 will be final and binding and may be enforced by legal proceedings. The Partnership and the Loan Documents, Limited Partner shall equally compensate the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateappraiser appointed pursuant to this Section 9.7.

Put Option. The Company 20.1. Subject to terms and conditions of this Clause 20, the Purchaser hereby grants the Vendor the option to Lender require the Purchaser to purchase and acquire all of the OTSAW Shares held by the Vendor (as adjusted for any share splits, sub-divisions, consolidations, scrip dividends, reclassifications or similar re-capitalisation events) (the “Put Option Shares”) by serving a written notice on the Purchaser (the “Put Option Notice”) within 20 Business Days following the date falling 3 years commencing on the date immediately following the Completion Date at an option amount equal to the Put Option Price provided that an initial public offer, trade sale or other exit or liquidity event with respect to the shares in the capital of the Purchaser (the “Purchaser Liquidity Event”) has not occurred at the time of issuance of the Put Option Notice, subject to the terms and conditions of this Agreement (the “Put Option”) to sell ). 20.2. The price for all or any portion Put Option Shares shall be S$ 3.1 Million on the basis that at the time of the Issued Put Option Notice the Vendor has not disposed of any of its OTSAW Shares acquired on Completion, and if the Vendor has disposed of any of its OTSAW Shares the price will be adjusted accordingly (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Option Price”). The Put Option may be exercised with respect If the Vendor wishes to transfer any of its OTSAW Shares to any amount Related Corporation it may do so, provided that is equal in the event that such Related Corporation shall cease to or less than the entire balance be a Related Corporation of the outstanding Put SharesVendor, at any time during the earlier to occur Vendor shall procure that such Related Corporation shall, on or before such cessation, transfer all of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued OTSAW Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice back to the Company (Vendor. For the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise purpose of the Put Option. Lender’s failure to timely notify , any OTSAW Shares held by a Related Corporation of the Company of Lender’s intention to accelerate the Put Option Vendor shall be deemed an intention treated as OTSAW Shares held by the Vendor, and any transfer of OTSAW Shares by the Vendor to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right its Related Corporation shall not be waived if not exercised following treated as a prior Event disposal of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured such OTSAW Shares by the Collateral thereunder, and shall be immediately due and payable to LenderVendor. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear and Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond during normal business hours at the specified office of the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of the Registrar specifying, in the case of a Registered Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Registrar for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Registrar in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.03 to 2.07 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company 3.1. Purchaser hereby irrevocably grants to Lender an Mosaic a put option to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”) ). 3.2. Mosaic shall be entitled to sell all or any portion exercise the Put Option within a term of 10 Business Days following the Issued Shares Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put PriceOption Notice”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Notice shall also inform Purchaser of the outstanding Put Shares, at any time during bank account(s) to which the earlier to occur Purchase Price shall be transferred. 3.3. Upon receipt of the following Put Option exercise periods Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the “Put Period”): (a) Closing, fail to take the ten (10) necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise following receipt of the Put Option upon Notice by Purchaser, then Mosaic shall be liable to Purchaser for a Fundamental Transaction non compensatory penalty (as defined “multa ▇▇ ▇▇▇▇”, não compensatória) in the Loan Agreement)amount of US$250,000.00 per day, as follows: The Company shall send written notice for a maximum of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lenderdays, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s receipt or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Fundamental Transaction Notice, Lender shall advise Closing Equity Holdings and/or fail to transfer the Company whether Purchase Price within the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option above mentioned 5-Business Day period then Purchaser shall be deemed an intention liable to decline Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to accelerate the Put OptionUS$3,750,000.00. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear and Clearstream, Luxembourg, deposit the relevant Covered Bond during normal business hours at the specified office of the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of the Registrar specifying, in the case of a Registered Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Registrar for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Registrar in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.03 to 2.06 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunder, and shall be immediately due and payable Issuer of its option to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.redeem such Covered Bond under either Condition

Put Option. The Company hereby grants 8.1 Shareholder 2 shall have the right to Lender an option call upon Shareholder 1 to purchase all of the Shares held by Shareholder 2 in the event of a change of Control of Shareholder 1 or any company forming part of the same corporate group as Shareholder 1, whether such change of Control takes place on a direct or indirect basis (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with . 8.2 With respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by granted to Shareholder 2 in terms of clause 8.1 above, Shareholder 2 shall have the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option by sending the Exercise Notice (as defined in clause 8.3 below) and requiring Shareholder 1 to purchase all of its Shares in the Company at the Exercise Price and in accordance with the provisions of this clause 8. Shareholder 2 undertakes to sell its Shares subject to a Put Option to Shareholder 1 in accordance with the terms and conditions of this Agreement. 8.3 In the event that Shareholder 2 wishes to exercise the Put Option, Shareholder 2 shall not provide a notice in writing to this effect to Shareholder 1, which notice shall specify the number of Shares to be transferred acquired by Shareholder 1 pursuant to the Put Option and the Exercise Price (the “Exercise Notice”). 8.4 The Put Option shall be deemed exercised on the date of receipt of the Exercise Notice delivered by hand or assigned on the date of the first presentation by the postal service of the Exercise Notice (the “Exercise Date”). 8.5 Subject to any third party. 6.1 Notwithstanding regulatory consents or approvals which may be required, the foregoing, Lender completion of the Put Option and the transfer of title to the Shares held by Shareholder 2 to Shareholder 1 shall have the right, but not the obligation, to accelerate occur on a date following the exercise of the Put Option upon determined by Shareholder 2, being a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) date which is no later than thirty 15 days following the Exercise Date (30) days prior to the completion date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event being referred to as the “Completion Date”). 8.6 On the Completion Date, Shareholder 2 shall deliver to Shareholder 1 a share transfer instrument providing for the sale and purchase of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event legal and beneficial ownership of Default)the shares being sold with full title guarantee and free from any Encumbrance in accordance with the relevant terms set out in this Agreement, in which event duly signed and made out to Shareholder 1, together with the Put Price shall be added share certificates relating thereto and such other documents as Shareholder 1 may reasonably require to show good title to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall shares in question or to enable Shareholder 1 to be immediately due and payable to Lender. 6.3 If any portion registered as holder of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateshares in question.

Put Option. The (a) If, at any time prior to the second anniversary of the date of this Agreement, Purchaser is terminated by the Company hereby grants or any of its Subsidiaries without Cause or Purchaser resigns for Good Reason (a “Termination”), Purchaser may elect to Lender an option require the Company to repurchase all, but not less than all, of the Purchased Units pursuant to the terms and conditions set forth in this Section 9 (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or . (b) If Purchaser exercises the ten Put Option, the purchase price for each Purchased Unit shall be the Original Cost for such Purchased Unit. (10c) Business Day period commencing on Purchaser may elect to cause the date which is nine (9) months after the date that the registration statement for the registration Company to purchase all, but not less than all, of the Issued Shares is declared effective Purchased Units by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of delivering written notice to the Company (the “Put Notice”). The ) to the Company and MDCP during the 30 day period following the date of the Termination (it being understood and agreed that the Put Option shall expire and no longer be exercisable if Purchaser does not deliver a Put Notice to the Company within 30 days following the Termination). (d) MDCP may elect to purchase any number of the Purchased Units by delivering written notice to the Company within 30 days after receipt of the Put Notice from Purchaser. If for any reason MDCP does not elect to purchase all of the Purchased Units, the Company shall specify purchase all remaining Purchased Units. As soon as practicable, and in any event within 30 days after the date on which expiration of such 30-day period, the Company shall notify Purchaser and any other holder(s) of Purchased Units as to the number of Purchased Units being purchased from Purchaser by each of MDCP and the Company (the “Repurchase Notice”). (e) The closing of the purchase of the Put Shares Purchased Units shall take place (on the “Put Closing Date”)date designated in the Repurchase Notice, which such date shall not be no earlier more than ten (10) 120 days but no later than thirty (30) days from after the date Termination Date. Each of the Put Notice. On or before Company and MDCP shall pay for the Put Closing Date, Lender will deliver to Purchased Units that each of the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation MDCP, as applicable, are to purchase the Issued Shares from Lender pursuant to the Put Option is by delivery of a check or wire transfer of funds in an Obligation secured amount equal to the Company’s and MDCP’s, as applicable, portion of the purchase price for such Purchased Units. In addition, the Company and MDCP may pay the purchase price for such Purchased Units by offsetting amounts outstanding under any indebtedness or obligations owed by Purchaser to the Company or any of its Subsidiaries or MDCP. MDCP and the Company shall be entitled to receive customary representations and warranties from the Purchaser (and any other holder(s) of Purchased Units, as applicable) regarding such sale of Purchased Units (including representations and warranties regarding good title to such Purchased Units, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all purchases of Purchased Units by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right Company pursuant to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention subject to decline applicable restrictions contained in the Delaware Limited Liability Company Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If (i) any such restrictions prohibit the purchase of Purchased Units which the Company is required to accelerate make or (ii) the Put Option. 6.2 In additionCompany determines in its sole discretion that, notwithstanding as a result of limitations contained in the foregoingCompany’s and its Subsidiaries’ debt and equity financing agreements, Lender consummating the purchase of the Purchased Units hereunder would interfere with the Company’s consummation of any other current or expected purchases of Common Units from any current or former director, officer, employee or consultant of the Company or its Subsidiaries, then the Company shall deliver written notice to Purchaser (a “Notice of Postponement”) that the time periods provided in this Section 9 shall be suspended, and the Company may make such purchases at the applicable purchase price therefor, plus interest thereon calculated from the last day such Purchased Units were eligible for repurchase pursuant to Section 9(e) until the date of repurchase at a rate per annum equal to the then applicable federal rate as published by the Internal Revenue Service pursuant to Section 1274(d) of Internal Revenue Code, as soon as it is permitted to do so under such restrictions. If the Company delivers a Notice of Postponement pursuant to this Section 9(f), then Purchaser shall have the right, but not the obligation, right to accelerate withdraw his or her Put Notice and cancel the exercise of the Purchaser’s Put Option by delivering written notice of the same to the Company within 30 days following an Event the delivery of Default under the Loan Documents (which acceleration right Notice of Postponement; provided that, if Purchaser so elects to withdraw Purchaser’s Put Notice, Purchaser shall not be waived if not exercised following a prior Event of Default), in which event the entitled to deliver another Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If Notice or otherwise exercise any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatethereafter.

Put Option. The Calculation Agent has the right to require the Company hereby grants to Lender an option repurchase all (but not less than all) of the Notes on October 15, 2003 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding October 15, 2003 (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) "Redemption Price"), by delivering written notice thereof to the Company for a total purchase price on behalf of $195,000, pro-rated for any portion thereof all (but not fewer than all) holders of the Notes (the “"Put Price”Notice"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Such Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but given no later than thirty 9:00 a.m. (30New York time) days from on October 8, 2003. The Calculation Agent shall give the date Put Notice if the holders of a majority in principal amount of the Notes request the Calculation Agent to give the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price Notice shall be added binding on all Noteholders; the Calculation Agent shall not give the Put Notice absent such request of the holders of a majority in principal amount of the Notes. In the event the Put Notice is timely given, the Company shall repurchase the Notes at the Redemption Price on October 15, 2003. IF REQUIRED BY THE CALCULATION AGENT, EACH HOLDER SHALL INDICATE ITS ELECTION TO HAVE THE CALCULATION AGENT DELIVER THE PUT NOTICE TO THE COMPANY BY DELIVERING WRITTEN NOTICE OF SUCH ELECTION TO THE CALCULATION AGENT BY NO LATER THAN 12:00 NOON (NEW YORK TIME) ON OCTOBER 6, 2003. RESET OF INTEREST RATE FOR FIXED RATE PERIOD If the Calculation Agent has not delivered the Put Notice to the Obligations Company in accordance with the terms set forth under "Put Option" above, the Loan Agreement Company and secured the Calculation Agent, on October 8, 2003, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the Fixed Rate Period. All references to specific hours are references to prevailing New York time. Each notice, bid or offer (including those given by the Collateral thereunder, Reference Dealers [as defined below]) shall be given telephonically and shall be immediately due and payable confirmed as soon as possible by facsimile to Lender. 6.3 If any portion each of the Note is converted into Common Stock pursuant to Calculation Agent and the Loan Documents, the Put Option Company. The times set forth hereinabovebelow are guidelines for action by the Company and the Calculation Agent, if not terminated by and each shall use its terms hereinbest efforts to adhere to such times. The Company shall use its best efforts to cause the Reference Dealers to take all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, shall terminateAND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS (AS DEFINED BELOW) IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (e) BELOW BY NOTIFYING THE CALCULATION AGENT OF SUCH ELECTION BY NO LATER THAN 9:35 A.M. (NEW YORK TIME) ON OCTOBER 8, 2003. IF THE CALCULATION AGENT HAS NOT RECEIVED WRITTEN ELECTION FOR THE SALE OF AT LEAST $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE NOTES TO THE FINAL DEALER OR FINAL DEALERS, THE CALCULATION AGENT SHALL SELECT PRO RATA FROM ALL HOLDERS NOTES IN A PRINCIPAL AMOUNT THAT, WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF NOTES FOR WHICH THE CALCULATION AGENT HAS RECEIVED A WRITTEN ELECTION TO SELL, WILL TOTAL $25,000,000, AND SHALL IMMEDIATELY NOTIFY SUCH HOLDERS OF SUCH SELECTION. THE HOLDERS OF SUCH RANDOMLY SELECTED NOTES SHALL SELL THEIR NOTES TO, AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (e) BELOW.

Put Option. The (a) In the event of the death or Disability of Executive (for purposes of this Section 4, a “Put Triggering Event”), Executive or one or more of Executive’s transferees or successors (other than the Company hereby grants and the Investors) may require the Company to Lender an option repurchase the Unvested Shares held by Executive or Executive’s transferees pursuant to the terms and conditions set forth in this Section 4 (the “Put Option”) to sell all or any portion of the Issued Shares by delivering written notice (the a “Put SharesNotice”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof within ninety (90) days after the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Triggering Event. (b) In the ten event of a Put Triggering Event, the purchase price for each Unvested Share will be Executive’s Original Cost for such share. (10c) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration The closing of the Issued repurchase of the Unvested Shares is declared effective by the SEC . If not exercised during the Put Period, pursuant to the Put Option shall terminate and take place on the date designated by the Company, which date shall not be more than one month nor less than five days after the delivery of no further force or effectthe Put Notice by the Executive. The Company will pay for the Unvested Shares to be purchased by it pursuant to the Put Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, a check or wire transfer of funds. (d) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Company pursuant to the Put Option shall be exercisable by Lendersubject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s delivery and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of written notice Unvested Shares hereunder that the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then (x) the “Put Notice”). The Put Notice Company shall specify the date make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions and (y) commencing on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before Notice through the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise closing of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice repurchase of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to Unvested Shares interest shall accrue on such purchase price on a daily basis, at the date rate of 10% per annum, compounded on the proposed consummation last day of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optioneach calendar quarter. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) At any time prior to the [***] of the Initial Closing Date, Sprint may from time to time elect to put any or all of the Spectrum to Operator by providing notice (a "Put Notice") to Operator informing Operator of Sprint's intent to exercise its put rights and identifying the amount of Spectrum to be transferred. The Company hereby grants price paid by Operator to Lender an Sprint upon the closing of such put option (the “"Put Option”Price") will be (i) if the Put Notice is sent prior to sell the [***] of the Initial Closing SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 63 Date, [***] multiplied by the number of MHz Households covered by the Put Spectrum, or (ii) if the Put Notice is after the [***] of the Initial Closing Date an amount equal to (A) [***] multiplied by the number of MHz Households covered by the Put Spectrum, less (B) the sum, after taking into effect any credits which Operation has received with respect to such Put Spectrum, of the Monthly Fees attributable to such Put Spectrum, the Primary Lease Fees attributable to such Put Spectrum, that proportion of the Initial Fee attributable to such Put Spectrum, and Market Closing Payments paid with respect to the Put Spectrum. An example of the computation of the Put Price after the [***] of the Initial Closing Date is set forth as Schedule 17.2(a). Each Put Notice will identify the amount of Spectrum that Sprint intends to put for such Closed Market. The amount of Spectrum which Sprint will put pursuant to this Section 17.2 will be determined as of the date of such Put Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Spectrum for a given market which Sprint will put to Operator pursuant to this Section 17.2 is herein referred to as "Put Spectrum". If the Put Notice occurs after the [***] of the Initial Closing Date, Sprint may not put any Spectrum to Operator that is subject to a Primary Lease unless at least one year is remaining of the last term (including any renewals) of the Primary Lease. (b) If Sprint elects to put less than all of the Spectrum in a given Closed Market, for a period not to exceed 30 days following the Put Notice, the Parties will negotiate in good faith to determine the identity of the Spectrum which will be Put Spectrum. (c) If the Parties do not reach agreement as to the identity of the Put Spectrum pursuant to Section 17.2(b), then (i) Sprint will divide the Spectrum for such Closed Market into no more than [***] with each containing approximately (within plus or minus 2% of an equal amount) an equal amount of Spectrum (on a MHz Household basis) and will send Operator notice of the Spectrum Groupings, and (ii) no later than 30 days after receipt of such notice, representatives of Operator and Sprint will meet at a mutually agreed upon location or telephonically and the parties will alternately select (with Operator selecting first) Spectrum Groupings until Sprint has selected the amount of Spectrum identified in the Put Notice, and such Spectrum selected by Sprint will constitute the Put Spectrum. The Parties acknowledge the difficulty in dividing the Spectrum in any given Closed Market in a manner that creates equal Spectrum Groupings and recognize that it is likely Spectrum Groupings will not be exactly equal in terms of MHz Households. (d) Following the Put Notice, Sprint and Operator will negotiate in good faith to reach agreement as to the transaction documents based substantially upon the terms and conditions specified in the term sheet (the "Put/Call Term Sheet") attached as Exhibit G. No later than 10 days following the date on which the identity of the Put Spectrum is determined pursuant to Section 17.2 (a), (b) and (c): (i) Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's SPRINT PROPRIETARY INFORMATION EXECUTION VERSION consent to an assignment of the Sprint Authorizations to Operator for any Put Spectrum (each, a "Put Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Put Assignment Application, or if the FCC grants any Put Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Assignment Application or grants any Put Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d)(i), including all application fees imposed by the FCC on the filing of any Put Assignment Application and all legal fees incurred in the preparation and prosecution of any Put Assignment Application. (ii) To the extent that FCC consent is required for the assignment of any leases of any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Primary Leases of any Put Spectrum which is Leased Spectrum (a "Put Leased Spectrum Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Leased Spectrum Assignment Application without conditions materially adverse to Sprint or Operator, If any person petitions the FCC to deny any Put Leased Spectrum Assignment Application, or if the FCC grants any Put Leased Spectrum Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Leased Spectrum Assignment Application or grants any Put Leased Spectrum Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section SPRINT PROPRIETARY INFORMATION EXECUTION VERSION (iii) To the extent that notice to the FCC is required prior to the assignment of any Primary Lease for any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare and timely file all notification forms and related exhibits, certifications and other documents necessary to notify the FCC in advance of the assignment of the Primary Lease for Put Spectrum (a "Put Leased Spectrum Assignment Notification"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to respond to any FCC inquiry or any portion third party petition or complaint regarding the assignment of the Issued Shares lease of such Leased Spectrum in support of such assignment without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such assignment before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any assignment of the Primary Lease for any Leased Spectrum that is the subject of a Put Leased Spectrum Assignment Notification or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d), including all application fees imposed by the FCC on the filing of any Put Leased Spectrum Assignment Notification and all legal fees incurred in the preparation and prosecution of the notification. (e) If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Notice through the date on which the Parties determine the identity of the Put Spectrum as set forth above, Operator will not, without Sprint's prior consent, make any material modifications or changes in the operation of the Spectrum in a Closed Market which is the subject of a Put Notice or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to such Spectrum unless such modifications are required by contractual or regulatory deadlines. If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Notice until the date on which the Parties close the put (the “"Put Shares”) Closing"), Operator will not, without Sprint's prior consent, not to be unreasonably withheld, conditioned or delayed, make any material modifications or changes in the operation of the Put Spectrum or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to the Company for a total purchase price of $195,000, pro-rated Put Spectrum. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 66 (f) The Put Closing for any portion thereof (the “Put Price”). The Put Option may be exercised given Closed Market with respect to any amount that is equal to or less than Put Spectrum which does not require the entire balance of FCC's consent for the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing transfer contemplated herein will take place on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify 30 days following the date on which the closing of the purchase identity of the Put Shares shall Spectrum is determined pursuant to Sections 17.2(a), (b), and (c); provided, however, that to the extent prior notification to the FCC is required before the assignment of a Primary Lease, the Put Closing will not occur until the prior notification period established by the FCC Rules will have run and, at Sprint's sole option, if the FCC initiates an inquiry or any person submits a complaint or petition challenging the lease assignment, the FCC will have affirmed the lease assignment by Final Order. The Put Closing for any given Closed Market with respect to any Put Spectrum which is the subject of a Put Assignment Application or a Put Lease Assignment Application, will take place not later than 30 days following the FCC's grant of such application and such grant becoming a Final Order. (g) At the “Put Closing Date”)Closing, Sprint will assign all of its right, title and interest in the Sprint Authorizations and Primary Leases (as applicable) for the Put Spectrum to Operator and Operator will pay Sprint the Put Price in immediately available funds. Operator will have the option to buy any Sprint Transmission Equipment which is owned by Sprint and is used solely in connection with the Put Spectrum for its fair market value as determined pursuant to Section 17.4. Operator may exercise such date shall be no earlier than ten (10) days but option by providing written notice of its intent to do so no later than thirty 20 days following the Put Notice. If Operator elects to exercise such option, at the Put Closing, Operator will pay Sprint the fair market value of such Sprint Transmission Equipment and Sprint will deliver to Operator a ▇▇▇▇ of sale, without warranty, delivering title to such Sprint Transmission Equipment to Operator. Notwithstanding anything to the contrary contained herein, to the extent that any Put Closing applies to all Spectrum in a given Closed Market, the applicable Tower Sublease for such Closed Market will remain in effect notwithstanding any provision set forth therein stating that such Tower Sublease will terminate upon termination of this Agreement. (30h) days from Effective as of the Put Closing with respect to any Put Spectrum, (i) such Put Spectrum will no longer be considered Spectrum for purposes of this Agreement, and (ii) any Primary Lease which governs the use of any such Put Spectrum will no longer be a Primary Lease for purposes of this Agreement. Effective as of the Put Closing with respect to any Put Spectrum, on a going forward basis the Monthly Fee will be reduced by an amount equal to the then current Monthly Fee multiplied by a fraction, the numerator of which is the MHz Households for the Put Spectrum as of the date of the Put Notice. On or before Closing, and the denominator of which is the MHz Households for all Proposed Spectrum as of the Effective Date. (i) Following the Put Closing Datewith respect to any Put Spectrum, Lender Operator and Sprint will deliver provide the FCC with such notification forms and related exhibits, certifications and other documents as are required by the FCC Rules within the time period afforded by the FCC Rules. Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such additional SPRINT PROPRIETARY INFORMATION EXECUTION VERSION notices as may be required or requested by the FCC or as may be appropriate to respond to any post-Put Closing FCC inquiry or any third party petition or complaint regarding the Company transfer of such Put Spectrum in support of such transfer without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such transfer before the certificate(s) representing FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any transfer of Put Shares (duly endorsed for transfer Spectrum or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by Lender or accompanied by duly executed stock powers in blank) such adversely affected Party, such Party and the Company shall tender other relevant Party will use their Efforts to Lender secure reconsideration or review of such action. Each Party will be responsible for the Put Price in cash by wire transfer payment of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree one-half of all Costs that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured Parties incur in connection with their performance under this Section 17.2(i), including all fees imposed by the Collateral FCC on the filing of any notification and any related guarantees under all legal fees incurred in the Loan Documents, preparation and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise prosecution of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionnotification. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) At any time during the Put Period or any Default Period occurring prior to Lender an option the Put Period, Quantum shall have the one-time right (the “Put OptionRight”) to sell all or any portion cause ZaZa to purchase all, but not less than all, of Quantum’s Percentage Interest in (i) the Issued Shares Oil and Gas Assets originally acquired by Quantum from ZaZa pursuant to the Acquisition Agreement and that are still owned by Quantum on the date the Put Notice is delivered (the “Put SharesSpecified Original Assets”) to and (ii) any Additional Interests and Options Acreage acquired after the Company for a total purchase price of $195,000, pro-rated for any portion thereof Closing Date that are still owned by Quantum on the date the Put Notice is delivered (the “Put Price”). The Put Option may be exercised Additional Assets,” and together with respect to any amount that is equal to or less than the entire balance of the outstanding Put SharesSpecified Original Assets, at any time during the earlier to occur of the following Put Option exercise periods (the “Specified Put PeriodAssets”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of a written notice to the Company (the “Put Notice”). The ) to ZaZa, which notice shall state that Quantum is exercising the Put Notice shall specify Right pursuant to this Section 2.6, for an amount in cash equal to the date sum of (x) the Allocated Value (as defined in the Acquisition Agreement) of the Specified Original Assets, (y) the aggregate Extension and Renewal Costs actually paid by Quantum (and not by ZaZa on which behalf of Quantum) in connection with the Specified Put Assets from the Closing Date through the closing of the purchase transaction contemplated by the exercise of the Put Shares shall take place Right and (z) the aggregate Acquisition Costs paid by Quantum with respect to any Additional Assets (such sum, the “Put Closing DatePurchase Price”), which such date . Quantum shall be no earlier than ten prohibited from Transferring any right, title or interest in and to the Specified Put Assets following the delivery of the Put Notice. (10b) days but The closing of the Put Right shall occur no later than thirty (30) days from 20 Business Days after the date delivery of the Put Notice. On or before At the closing of the Put Closing DateRight, Lender will deliver ZaZa and Quantum shall execute such documents as are reasonably necessary to evidence the transfer of the Specified Put Assets to ZaZa in accordance with this Section 2.6, in which Quantum shall make customary fundamental representations and warranties regarding existence and qualification, power, authorization and enforceability and non-contravention and the following representations and warranties with respect to the Company Specified Put Assets: (a) a special warranty of title to the certificate(sSpecified Put Assets (other than customary permitted encumbrances) representing by, through and under Quantum but not otherwise, (b) compliance with the EOG JOA and the EOG Development Agreement (but, in the case of the EOG Development Agreement, only with respect to the terms by which Quantum has agreed in writing with EOG to be bound) and any other contracts to which Quantum is a named party and related to the Specified Put Assets, (c) compliance with laws, (d) taxes and (e) absence of litigation, and ZaZa shall transfer to Quantum the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Purchase Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyQuantum in writing. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms or Pricing Supplement as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms or Pricing Supplement (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms or Pricing Supplement in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms or Pricing Supplement, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms or Pricing Supplement). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Put Option. 6.2 In additionPaying Agent or the Registrar, notwithstanding as the foregoingcase may be, Lender shall have the right, but not the obligation, to accelerate the exercise for purposes of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.this Condition

Put Option. (a) The Company hereby irrevocably grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) Option to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (Warrantholder on the “Put Price”)terms set forth in this Agreement. The Put Option may be exercised with respect one time by the Warrantholder at its sole discretion in relation to any amount that is equal to or less than Warrant on and at any time after the entire balance occurrence of an Event (including, for the outstanding Put Sharesavoidance of doubt, at any time during after the earlier to occur Facility A Maturity Date). (b) The Put Option shall be exercised by the Warrantholder serving upon the Company a draft Warrantholder’s Notice of Cancellation which upon being served is irrevocable except with the consent of the following Company. Notwithstanding the foregoing, the Put Option exercise periods shall automatically be exercised, without notice of further action by any party, upon a Bankruptcy or Insolvency Event. (c) The Warrantholder shall specify the “Put Fair Market Value of the relevant Warrants and Warrant Shares and the aggregate Termination Fee in respect of the relevant Warrants in the draft Warrantholder’s Notice of Cancellation, such calculations to be based on the valuation as set forth in Schedule 4 (Expert Determination) (taking into account any adjustment under clause 2.3 (Anti-dilution)), together with the Supporting Calculations. (d) The Company shall have the Objection Period to agree or dispute the Warrantholder’s calculation of the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants as set out in the Supporting Calculations. If by the end of the Objection Period”): : (ai) the Company has not delivered a notice in writing to the Warrantholder disputing the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants, the Company shall be deemed to have agreed the Fair Market Value of the relevant Warrants and Warrant Shares and the aggregate Termination Fee in respect of the relevant Warrants specified in the draft Warrantholder’s Notice of Cancellation, and the draft Warrantholder’s Notice of Cancellation shall automatically become final and binding on the Parties; or (ii) the Company has delivered a notice in writing to the Warrantholder disputing the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants, either or both of the Warrantholder and the Company shall refer the matter to the Expert for determination in accordance with Schedule 4 (Expert Determination), then, in the case of paragraph (ii) above, within five (5) Business Days of the Expert’s decision, the Warrantholder must deliver to the Company a revised Warrantholder’s Notice of Cancellation (together with the Supporting Calculations) incorporating such adjustments, if any, as have been determined by the Expert. The revised Warrantholder’s Notice of Cancellation will supersede the initial draft Warrantholder’s Notice of Cancellation and will be final and binding on the Parties from the date of its delivery to the Company provided that it reflects the changes that have been determined by the Expert. (e) Within ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Days of the Issued Shares is declared effective by the SEC . If not exercised during the Warrantholder’s Notice of Cancellation becoming final and binding in accordance with this clause 4.3 (Put PeriodOption), the Put Option shall terminate Company must pay the aggregate Termination Fee in respect of the relevant Warrants in cash by electronic transfer of funds for same day value to such bank account as the Warrantholder has specified in the Warrantholder’s Notice of Cancellation, whereupon the relevant Warrants will be cancelled and shall be of no further force or and effect. The Put Option shall be exercisable by Lender’s delivery . (f) If the Company fails to pay the aggregate Termination Fee pursuant to this clause 4.3, then Paragraph 4.3 of written notice the Finance Contract relating to the Company (the “Put Notice”). The Put Notice interest on overdue sums shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned apply to any third partyoverdue Termination Fee. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) From and after the date hereof until the first (1st) anniversary of the date hereof (the “"Expiration Date"), UBS shall have the right from time to time, upon written notice thereof, specifying the Tutopia Shares to be put (the "UBS Put Option”) Notice"), to sell put to the Company all or any portion of the Issued its Tutopia Shares (the “"Put Shares”Option") at a price per share equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Exchange Ratio. (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than Within ten (10) days but no later than after each receipt of a UBS Put Notice, the Company shall promptly make an offer to all other holders of Tutopia Shares who are parties to the Tutopia Stockholders Agreement (except Latin Guide, Inc.), by written notice thereof, to purchase a Pro Rata Portion of the Tutopia Shares held by each such holder thereof at a price per share equal to the Exchange Ratio and on the other terms and conditions set forth herein. UBS and all such other holders of Tutopia Shares who deliver a put notice (collectively with the UBS Put Notice, the "Put Notices") to the Company within fifteen (15) days after receipt of a notice from the Company pursuant to this Section 2(b), shall be considered to have exercised the Put Option simultaneously as of the date the Company received the UBS Put Notice for purposes of this Agreement. (c) Within thirty (30) days from following the date of the a UBS Put Notice. On , the Company shall purchase or before the Put Closing Date, Lender will deliver cause one or more of its subsidiaries to purchase and each Seller (as defined below) shall sell to the Company the certificate(s) representing the Put Tutopia Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender put pursuant to the Put Option is an Obligation secured Notices (subject to the Sellers' complying with any rights of first refusal or other restrictions on transfer of such Tutopia Shares). (d) At the closing of a purchase of Tutopia Shares pursuant this Agreement (a "Closing"), UBS and each of the other holders of Tutopia Shares which accepted the offer to purchase made pursuant to Section 2(b) (collectively with UBS, the "Sellers") shall deliver the certificate or certificates representing the Tutopia Shares owned by such Seller to be sold to the Collateral Company, free and any related guarantees under clear of all liens and encumbrances (other than pursuant to the Loan DocumentsTutopia Stockholders Agreement), and for so long the Company, as payment therefor, will issue and deliver to such Seller the appropriate number of shares of IFX Preferred Stock or IFX Common Stock, as the Put Option case may be, in the form of a single certificate (or such greater number of certificates representing such shares as such Seller may request), each dated the date of Closing and registered in such Seller's name (or in the name of such Seller's nominee(s)). Each Seller which is outstanding andto be issued shares of IFX Preferred Stock as payment for its Tutopia Shares shall be issued such shares of IFX Preferred Stock in such proportions between shares of voting and non-voting IFX Preferred Stock as each such Seller shall determine. (e) At each Closing, if exercised, the Put Price each Seller which is not yet tendered, then a party to the Lender’s right to receive Stockholders Agreement or the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Registration Rights Agreement (as such terms are defined in the Loan Preferred Stock Purchase Agreement)) shall become a party to each such agreement by executing and delivering to the Company a counterpart signature page thereof. In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock or IFX Common Stock, as follows: The Company the case may be, for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall send written notice of waive any further rights under the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Tutopia Stockholders Agreement as a condition to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, participating in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt In the event that any Seller refuses or fails to become a party to such agreements or make such representation and warranty or otherwise fails to comply with all of the Fundamental Transaction Noticeobligations of a Seller hereunder, Lender then such Seller shall advise the Company whether the Lender has elected be deemed to accelerate have revoked the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the its Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right and shall not be waived if not exercised following a prior Event entitled to have its Pro Rata Portion of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured Tutopia Shares purchased by the Collateral thereunder, and shall be immediately due and payable to LenderCompany at the Closing. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The By means of a Put Option Notice (as defined below) delivered during the period beginning on the Trigger Date and continuing until the 10th day following the Trigger Date (if such day is a business day and, if not, the next Business Day thereafter) (the “Option Period”), the Company shall have the option to require Buyer to purchase, and the Buyer hereby grants agrees to Lender purchase from the Company, a number of shares of Common Stock (the “Option Shares”), as determined by the Company, in an option amount equal to or less than the number of Gap Shares at a per-share purchase price equal to the Per Share Price and otherwise on the terms and conditions described in this Agreement (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Company may exercise the Put Option may be exercised at any time by delivering written notice of its exercise to Buyer at the address for notice set forth below Buyer’s name on the signature page hereto (an “Option Notice”) setting forth the number of Option Shares with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if being exercised, a calculation of the Put Purchase Price, wiring instructions for the payment of the Purchase Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate a closing date for the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement“Closing”), as follows: The Company which closing date shall send written notice be no fewer than 10 business days, and no more than 20 business days, follow the delivery of the proposed Fundamental Transaction (“Fundamental Transaction Option Notice”) no later than thirty (30) days prior . The obligation of Buyer to purchase the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise Option Shares from the Company whether the Lender has elected pursuant to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention subject to decline to accelerate the Put Option. 6.2 In additionfollowing conditions precedent, notwithstanding the foregoing, Lender any of which may be waived by Buyer in its sole discretion: (i) Option Notice shall have been delivered within the rightOption Period, but (ii) the representations and warranties in this Agreement of the Company shall be true and correct in all material respects as of the Closing; and (iii) the Company shall have complied in all material respects with all of the covenants required to be performed by the Company pursuant to this Agreement and pursuant to Section 6.1 of the Purchase Agreement on or prior to Closing. If not previously exercised, the obligation, right of the Company to accelerate the exercise of the Put Option following an Event will expire on the earliest of Default under (i) expiration of the Loan Documents Option Period, (ii) the date on which acceleration right shall not be waived if not exercised following the Company consummates the sale of securities which would result in a prior Event of Default), in which event the Put Price shall be added Gap Amount equal to the Obligations under the Loan Agreement and secured by the Collateral thereunderzero, and shall be immediately due and payable to Lender(iii) the date that is 190 days following the Second Closing. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) At any time during the Put Option Period, Otonomy may deliver a written notice (a “Put Notice”) to Lender an option IncuMed stating that it exercises it rights under this Article VI to transfer back to IncuMed all of the Transferred Assets (the “Put Option”) ). In the event Otonomy delivers a Put Notice to sell all or any portion IncuMed during the Put Option Period (the date of the Issued Shares (such delivery, the “Put SharesDate”): (i) Otonomy shall assign to IncuMed, and hereby does assign to IncuMed, contingent upon Otonomy’s delivery of the Put Notice to IncuMed during the Put Option Period and Otonomy’s receipt of funds pursuant to Section 6.1(a)(ii), all of Otonomy’s right, title and interest in and to the Company for a total purchase price Transferred Assets; (ii) The Escrow Agent shall release to Otonomy the full amount of $195,000the Escrow Fund, pro-rated for any portion thereof (and to the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or extent the Escrow Fund contains less than the entire balance of the outstanding Put SharesEscrow Amount, at any time during the earlier IncuMed shall pay to occur of the following Put Option exercise periods (the “Put Period”): Otonomy either (a) the ten (10) Business Day period commencing on difference between the first anniversary hereof, Escrow Amount and the amount actually in the Escrow Fund or (b) $[***] whichever is less; (iii) The Escrow Agent shall release to IncuMed all Reconveyance Documents signed by Otonomy upon Otonomy’s receipt of funds pursuant to Section 6.1(a)(ii); (iv) The Escrow Agent shall, simultaneously with the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration release of the Issued Shares is declared effective Reconveyance Documents to IncuMed pursuant to subsection (iii) above, release to Otonomy all Reconveyance Documents signed by the SEC . If not exercised during the Put Period, the Put Option IncuMed; and (v) Otonomy’s obligation to make any further payments pursuant to Section 2.3(a)(iii) shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company cease. (the “b) By delivering a Put Notice”). The Put Notice shall specify the date on which the closing of the purchase , Otonomy represents and warrants to IncuMed effective as of the Put Shares shall take place Date as provided on Exhibit C-2. (c) In the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to event the Put Option is an Obligation secured by exercised, Otonomy shall, at IncuMed’s sole cost and expense, afford IncuMed reasonable access during business hours to the Collateral and any employees of Otonomy with knowledge of the Transferred Assets so that they can describe to IncuMed the work Otonomy has performed related guarantees under to the Loan Documents, and for so long as Transferred Assets (it being understood that Otonomy’s employees will possess all material knowledge of the work Otonomy has performed related to the Transferred Assets). (d) In the event Otonomy does not deliver a Put Notice to IncuMed during the Put Option is outstanding andPeriod pursuant to Section 6.1(a) or delivers a Put Cancellation Notice, then on the Put Expiration Time or the Put Cancellation Time, as applicable, (x) the amounts remaining in the Escrow Fund, if exercisedany, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right released to exercise the Put Option shall not be transferred or assigned IncuMed, subject to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan AgreementSection 7.6(b), as follows: The Company shall send written notice of (y) the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Reconveyance *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionomitted portions. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Documents signed by Otonomy shall be deemed an intention released to decline to accelerate Otonomy, and (z) the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Reconveyance Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price signed by IncuMed shall be added released to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderIncuMed. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender If the Parent is not listed on the New York Stock Exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the American Stock Exchange or the Philadelphia Stock Exchange (each, an option “Acceptable Exchange” and together the “Acceptable Exchanges,” which, for the sake of clarity, do not include the over-the-counter securities market operated by Pink Sheets, LLC) within eighteen (18) months of the Closing, the Purchaser shall have the right (the “Put Option”) ), exercisable at its sole option, to sell all require the Parent to purchase the Warrant or any portion of Warrant Shares at the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion Fair Market Value thereof (the “Put Option Price”). The Put Option may , provided, however, that if the Common Stock is not listed on an Acceptable Exchange, Fair Market Value shall be exercised with respect to any amount that is equal to or less than the entire balance determined by mutual agreement of the outstanding Put SharesPurchaser and the Parent, at any time during the earlier or pursuant to occur an independent valuation of the following Put Option exercise periods Parent and its Subsidiaries and their respective businesses prepared by an investment banking firm of recognized national standing selected by the mutual written agreement of the Parent and the Purchaser. If the Parent and the Purchaser are unable to mutually agree upon any such investment banking firm within ten (10) days after the “Put Period”): date upon which the right or obligation to select an investment banking firm arises, each of the Purchaser and the Parent shall, within three (a3) Business Days thereafter, select one investment banking firm, and the two (2) selected firms shall, within three (3) Business Days after their selection, select a third investment banking firm which shall make the relevant determination (which determination shall be final and binding) within ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Days of the Issued Shares is declared effective by submission of this matter to such third firm, provided however, that, in determining the SEC Fair Market Value per share of Common Stock, such investment banking firm shall not give effect or take into account any “minority discount,” but shall value the Parent and its Subsidiaries and their respective businesses in their entirety on an enterprise basis using any variety of industry recognized valuation techniques commonly used to value businesses. If not exercised during the Purchaser wishes to exercise the Put PeriodOption, it shall furnish to the Parent a written notice notifying the Parent of its election to exercise the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the Put Noticedate of purchase. On or before Upon the Put Closing Datereceipt by the Parent of such written notice, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company Parent shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation be obligated to purchase from the Issued Holder, on such specified date of purchase, such Warrant Shares from Lender pursuant to at the Put Option Price, regardless of whether the Warrant is an Obligation secured exercised at such time; provided, however, that if the Warrant has not been fully exercised prior to receipt by the Collateral and any related guarantees under the Loan DocumentsParent of such written notice, and for so long as then the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured reduced by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the rightWarrant Purchase Price, but only to the extent that this Warrant has not been exercised. The Parent shall bear all costs and expenses incurred in connection with the obligation, to accelerate determination of the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement such determination and secured any legal fees and expenses incurred by the Collateral thereunderPurchaser in connection with such determination, provided, however, that the Purchaser shall bear all such costs and shall be immediately due and payable to Lender. 6.3 If expenses if, after the Purchaser challenges or disputes any portion of fair market value determination by the Note is converted into Common Stock Parent, the difference between (a) the Fair Market Value determined pursuant to the Loan Documents, the Put Option valuation procedures set forth hereinabovein this Section 6.1 and (b) the fair market value determined by the Parent, if not terminated is less than five percent (5.0%) of the fair market value determined by its terms herein, shall terminatethe Parent.

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, MCS shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify MCS of the occurrence of such event and MCS may elect to exercise the Qualified Disposition Put NoticeOption by giving written notice to Holdings of such election, setting forth the number of Common Units and/or Preferred Units to be repurchased by Holdings, within 15 days after the date of delivery of Holdings' notice to MCS. On or before In the event of the exercise of a Qualified Disposition Put Closing DateOption, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) CSC and the Company shall tender will, subject to Lender the terms of any of their then outstanding indebtedness, be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Executive Units subject to the Qualified Disposition Put Price Option, in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderorder that Holdings can satisfy its obligations under such Qualified Disposition Put Option. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, MCS shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.6 hereof, Holdings shall deliver to MCS the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder (i) by the Coinmach Board (in the case of employment with the Company) or by the CSC Board (in the case of employment with CSC), in each case without Cause, or (ii) by Executive for Good Reason, MCS shall have the right to require that Holdings repurchase all Units of each class of Executive Units held by MCS pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"), and in the event the Termination Put Option is exercised, CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Fundamental Transaction, together with all relevant information relating theretoExecutive Units subject to the Termination Put Option, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the order that Holdings can satisfy its obligations under such Termination Put Option. Within fifteen (15) days of Lender’s receipt of ; provided, however, that Holdings shall only be obligated to repurchase MCS's Executive Units pursuant to the Fundamental Transaction NoticeTermination Put Option at such time as the CSC Board, Lender shall advise in its good faith judgment, determines that the Company whether and/or CSC (as the Lender case may be) has elected sufficient assets to accelerate repurchase MCS's Executive Units without a material negative impact on CSC's and/or the exercise Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures of such parties). The purchase price for each Executive Unit pursuant to the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, MCS may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Executive Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of MCS's written notice of election to exercise the Termination Put Option. At such closing, MCS shall deliver to Holdings the certificates representing the Executive Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.6 hereof, Holdings shall terminatedeliver to MCS the purchase price for such Units by cashier's or certified check or wire transfer.

Put Option. The Company hereby grants to Lender At any time following a Put Option Event, if a registration statement is not available for the resale of the Warrant Shares and the Warrant Shares are not otherwise freely tradable under the Securities Act as of such date, the Holder shall have an irrevocable right and option (the “Put Option”) ), to sell exercise the Put Option, at its sole discretion, to require the Company to purchase, out of funds lawfully available therefor, all or any portion of this Warrant (including any warrants issued upon assignments of this Warrant), and in the event the Holder has exercised all or any portion of this Warrant prior such Put Option Event, all or any portion of the Issued Warrant Shares (issued upon exercise hereof, at the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion Black Scholes Value thereof (the “Put Option Price”). The Company shall notify the Holder in writing of the date upon which any Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, Event shall occur at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the least ten (10) Business Day period commencing on Days prior to such date. If the first anniversary hereofHolder wishes to exercise the Put Option, in whole or (b) in part, it shall furnish to the ten (10) Company a written notice notifying the Company of its election to exercise the Put Option and specifying the number of Warrant Shares for which it is exercising the Put Option and identifying the Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of such written notice to as the Company date of purchase (the “Put NoticeDate”) (provided, that the Company shall have at least three (3) Business Days after the of Put Date to purchase the Warrant and Warrant Shares set forth in the notice). The Upon receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, and the Company shall purchase from the Holder, the Warrant and the Warrant Shares set forth in the notice at the Put Notice Option Price on the Put Date; provided, however, that if and to the extent this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall specify be reduced by the date on which the closing Exercise Price for such unexercised portion of the purchase of Warrant Shares set forth in the notice. On the Business Day three (3) Business days after the Put Shares shall take place Date (the “Put Closing Date”), the Holder exercising the Put Option shall deliver to the Company this Warrant and, if applicable, certificate(s) or other documentation evidencing the Warrant Shares subject to such Put Option to be purchased on the Put Date against payment by the Company of the aggregate Put Option Price by wire transfer in immediately available funds to a bank account designated by the Holder. Notwithstanding the foregoing, if the Company does not have sufficient funds legally available to purchase on the Put Closing Date the portion of the Warrant and/or Warrant Shares set forth in the notice or is restricted by any loan or financing agreement to which the Company is a party or by which the Company is bound from making such payments, the Company shall not be required to purchase hereunder but instead shall purchase on such date the maximum amount of the Warrant and/or the Warrant Shares legally permissible and shall thereafter purchase the remainder of the Warrant and/or Warrant Shares (or the maximum portion thereof that can be no earlier than ten purchased with then legally available funds) as soon as additional funds become legally available for such purchase, together with interest accrued on the purchase price for such remaining amount of the Warrant and/or the Warrant Shares from Put Closing Date through the date of actual purchase at a rate of twelve percent (1012.0%) days but no later than thirty (30) days per annum, compounding monthly. In addition, the Company shall not make any cash dividends or distributions to its stockholders from the Put Closing Date through the date of the Put Noticeactual purchase of the entire portion of the Warrant and/or the Warrant Shares specified in the notice delivered by the Holder to the Company pursuant to this Section 6(b). On or before In the event the Holder exercises the Put Closing DateOption for less than the entire Warrant or less than all of the Warrant Shares, Lender will the Company shall cancel this Warrant, and execute and deliver to the Company Holder a New Warrant evidencing the certificate(sunexercised portion of this Warrant. (a) representing The closing of the Put Shares (duly endorsed for transfer purchase by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender of this Warrant and/or the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Warrant Shares, if applicable, pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in shall occur on the Loan Agreement)Put Closing Date. At the closing, as follows: The Company the Holder shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior deliver to the date of Company this Warrant and, if this Warrant has previously been exercised in part, the proposed consummation of the Fundamental TransactionWarrant Shares issued upon such exercise, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise against payment by the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following Price by wire transfer in immediately available funds to a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured bank account designated by the Collateral thereunder, and shall be immediately due and payable to LenderHolder. 6.3 If any portion (b) The Company shall bear all reasonable fees, costs, expenses and charges incurred in connection with the determination of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabovePrice, if not terminated including, without limitation, all reasonable fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any reasonable legal fees and expenses incurred by its terms herein, shall terminatethe Holder in connection with such determination.

Put Option. The Company 3.1 Subject to the terms and conditions of this Agreement, Oeri hereby grants to Lender an option (Cross Creek the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000right, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, exercisable at any time during the earlier Put Period and prior to occur the Termination Time, to require Oeri to purchase from Cross Creek all, but not less than all, of the following Hariston Shares for the Put Option exercise periods Price. 3.2 The Put shall be exercised by Cross Creek giving notice in writing to Oeri as provided herein exercising the Put (the “"Put Period”): Exercise Notice"). 3.3 Subject to the terms of this Agreement, upon the exercise of the Put, the Put Exercise Notice and this Agreement shall constitute a binding agreement of purchase and sale between Oeri and Cross Creek regarding the Hariston Shares. 3.4 The sale and purchase of the Hariston Shares pursuant to the Put shall be completed on the following terms and conditions: (a) the ten (10) Business Day period commencing on purchase price payable by Oeri for the first anniversary hereof, or Hariston Shares shall be the Put Price; (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration completion of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option transaction shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify take place five days after the date on which the closing of the purchase of Cross Creek delivered the Put Shares shall take place Exercise Notice to Oeri (the “"Put Closing Date”"), which such date shall be no earlier than ten . (10c) days but no later than thirty (30) days from the date of the Put Notice. On or before on the Put Closing Date, Lender will Cross Creek shall deliver the Hariston Shares to Oeri by providing a confirmation verifying that all of the Company Hariston Shares have been electronically transferred by Cross Creek and are on deposit in the certificate(saccount of Oeri; (d) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company Oeri shall tender to Lender deposit the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant trust with its solicitor on or prior to the Put Option is Closing Date and shall provide its solicitor, prior to Cross Creek transferring the Hariston Shares, with an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, irrevocable direction to pay the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Cross Creek (as defined in the Loan Agreement), form attached hereto as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of DefaultSchedule "A"), in which event accordance with Cross Creek's wiring instructions, upon receiving confirmation from Cross Creek or Oeri verifying that all of the Put Price Hariston Shares have been deposited in the account of Oeri; and (e) at the time of transfer, the Hariston Shares shall be added to the Obligations under the Loan Agreement free and secured by the Collateral thereunderclear of any liens, mortgages, charges and encumbrances whatsoever and Cross Creek shall be immediately due have good and payable to Lendermarketable title thereto. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) Each Stockholder shall have the ten (10) Business Day period right commencing on the first year following the tenth anniversary hereofof the Closing and each year thereafter as herein provided to require Alleghany to repurchase all, or any part, of the Eligible Shares held by such Stockholder at a price per share of Common Stock (the "Put Option Price") equal to the fully diluted book value per share of Common Stock, determined in accordance with generally accepted accounting principles as of the end of the year immediately preceding the exercise of such right by a Stockholder, as determined by NHC and as reported upon by the independent public accountants of NHC. Each Stockholder wishing to exercise his rights under this Section 12 shall send to Alleghany written notice of his intention to exercise his rights no later than sixty (60) days following the delivery to such Stockholder of the audited financial statements of NHC (the "Audited Financial Statements") for the end of the year preceding such notice. (b) Commencing the ten (10) Business Day period commencing on year following the date which is nine (9) months after the date that the registration statement for the registration tenth anniversary of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodClosing and each year thereafter, Alleghany shall cause NHC to determine the Put Option shall terminate and Price, which shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured reported upon by the Collateral and any related guarantees under the Loan Documentsindependent public accountants of NHC, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company Alleghany shall send written notice of said determination to each Stockholder together with the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date Audited Financial Statements. The closing of the proposed consummation purchase shall take place at the principal office of Alleghany on the fifteenth day after delivery of a Stockholder's notice as provided in Section 12(a). Delivery of the Fundamental Transactionstock certificates covering the Eligible Shares held by such Stockholder and any transferees of such Stockholder, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention made by such Stockholder and any transferees of such Stockholder on the closing date against payment in the manner set forth below. The stock certificates, when delivered to decline to accelerate Alleghany, shall be endorsed in blank or accompanied by stock powers executed in blank. Payment therefor shall be made at the Put Optionclosing in full in cash (or by wire transfer or certified or official bank check). 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be vii) A new Section 36 is hereby added to the Obligations under the Loan Stock Purchase Related Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by read in its terms herein, shall terminate.entirety as follows:

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) In the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which event Executive's employment is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective terminated by the SEC Company without justifiable cause or by Executive for good reason, Executive shall have the option to require Parent to purchase all, but not less than all, of Parent's Class A Units, Class B Units and Class C Units then owned by Executive or any member of Executive's Member Call Group (as defined in the LLC Agreement), subject to the provisions of this Section 13. If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable Executive must exercise his rights under this Section 13 by Lender’s delivery of giving written notice to the Company and Parent no later than six months after the effective date of termination of Executive's employment hereunder. (b) If Executive exercises his put right hereunder, then, within thirty days following his exercise of such right, Parent shall purchase all, but not less than all, of Executive's Units for a purchase price as follows: all Class A Units and Vested Class B Units and Vested Class C Units shall be purchased at their Fair Market Value (as defined below); and all unVested Class B Units and Class C Units shall be repurchased at the lesser of (i) the original purchase price per Unit and (ii) the Fair Market Value of such unVested Units. For the purposes of this Section 13, "Fair Market Value" will be determined as set forth in the LLC Agreement; provided that, if Executive disagrees with such determination, then he shall, within five (5) business days of the Parent's determination, contact and consult with the board of managers of Parent (the “Put Notice”). The Put Notice shall specify "Parent Board") and Executive and the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”)Parent Board shall, which such date shall be no earlier than within ten (10) business days but no later than thirty of the Parent Board's original determination, mutually agree upon an investment bank, appraisal company or similar institution (30the "Appraiser") to which the disagreement shall be submitted, and which will provide its opinion as to the Fair Market Value of such Units within sixty (60) days from of submission; provided further that if Executive and the Parent Board are unable to agree on the Appraiser within such ten (10) business day period, then the Parent shall, upon the request of Executive, identify three possible Appraisers and Executive shall choose one such person to be the Appraiser hereunder. Upon delivery to the Company and Executive of a statement in writing setting forth the conclusion of the Appraiser's opinion of the Fair Market Value, if such determination is greater or lesser than the Parent Board's determination by ten percent (10%) or more, then the Appraiser's determination shall be deemed the Fair Market Value, such determination shall be final and binding upon the Parent and Executive without any further right of appeal, and Parent shall pay all fees and expenses of the Appraiser incurred in making its determination, or, if the Appraiser's determination is greater or lesser than the Parent Board's determination by less than ten percent (10%), then the Parent Board's determination shall remain the Fair Market Value, such determination shall be final and binding upon the Parent and the Executive without any further right of appeal, and Executive shall pay all fees and expenses of the Appraiser incurred in making its determination. (c) Parent shall pay the purchase price for the Units in cash to the extent such payment will not cause a Debt Default (as defined below) and a Debt Default is not at the time in existence, and, to the extent Parent cannot pay the purchase price in full in cash, Parent shall pay a portion of the remaining amount on the last day of each fiscal quarter to the extent that payment thereof would not cause a Debt Default and the US Shipping Group has at least $2,500,000 in cash available after making such payment; provided that if there is a Sale of the Company (as such term is defined in the LLC Agreement), any remaining payments due under this Section 13 shall be due and payable on the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer closing of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partysuch sale. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.05 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option (i) in respect of any Covered Bond which is the subject of an exercise by the Issuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, or (ii) following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Issuer Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The If a Participant receives a distribution of shares of Company hereby grants to Lender Stock from his ESOP Account or Profit Sharing Account which are not readily tradeable on an established securities market, the Plan shall provide the Participant with a put option (that complies with the “Put Option”requirements of Section 409(h) to sell all or any portion of the Issued Shares Code. The put option shall exist for 60 days following the date of distribution of the Company Stock and if the put option is not exercised within such 60 day period, then another put option of 60 days shall be provided during the following Plan Year. The put option shall provide that if a Participant exercises the put option, RadioShack, or the Plan if the Trustee so elects, shall repurchase the Company Stock under the following terms and conditions: (a) If the “Put Shares”distribution constitutes a total distribution of the Participant’s ESOP Account and Profit Sharing Account, payment of the fair market value of the Participant’s ESOP Account and Profit Sharing Account balance shall be made in five substantially equal annual payments. The first installment shall be paid not later than 30 days after the Participant exercises the put option. RadioShack or the Plan will pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days. (b) If the distribution does not constitute a total distribution of the Participant’s ESOP Account and Profit Sharing Account, RadioShack or the Plan shall pay the Participant an amount equal to the fair market value of the Company for Stock repurchased no later than 30 days after the Participant exercises the put option. Except as provided in this Section, no Company Stock acquired with the proceeds of an Exempt Loan may be subject to a total purchase price put, call (other than a call described in Section 409(1)(3) of $195,000the Code) or other option, proor buy-rated for any portion thereof (sell or similar arrangement while held by and when distributed from the “Put Price”)Plan. The Put Option may be exercised provisions of this Section shall continue to apply with respect to any amount that is equal to Company Stock purchased with the proceeds of an Exempt Loan notwithstanding the distribution of such Company Stock from the Plan or less than the entire balance cessation of the outstanding Put Shares, at any time during the earlier to occur status of the following Put Option exercise periods (Plan as an Employee Stock Ownership Plan within the “Put Period”): (ameaning of Section 4975(e)(7) of the ten (10) Business Day period commencing on the first anniversary hereofCode, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date provided that the registration statement for the registration provisions of the Issued Shares is declared effective by the SEC . If this Section shall not exercised apply with respect to such Company Stock during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), any period during which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to Stock is readily tradeable on an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyestablished securities market. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants Investor shall have the right, exercisable at any time, and from time to Lender an option (time, beginning 90 days after the “Put Option”) to sell all or any portion Closing of the Issued Shares (Business Combination and ending 180 days after the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Closing of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods Business Combination (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof), or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date to demand that the registration statement for Company repurchase any Reserved Blaize Shares that have not been sold pursuant to Section 3 or previously put to the registration of the Issued Shares is declared effective by the SEC Company pursuant to this Section 4. If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option Such demand shall be exercisable by Lender’s Investor by delivery of written notice to the Company (the each, a “Put Notice”). The Put Notice shall specify ,” a form of which is attached hereto) to New Blaize and the Escrow Agent specifying the date on which the closing of the purchase of the Put Shares Option exercise shall take place (the “Put Closing Date”)occur, which such date shall not be no earlier than ten (10) days but no later less than thirty (30) days from nor more than sixty (60) days after the date of the Put Notice. On or before The amount payable to the Investor per Puttable Share under this Section 4 shall be equal to the Put Closing DatePrice Per Share. On the date designated in the Put Notice, Lender (i) the Escrow Agent will deliver release the book entry representing the Reserved Blaize Shares for cancellation, (ii) the Escrow Agent shall release to the Investor from the Funds Escrow/Collateral Account an amount equal to the Redemption Price per Puttable Share subject to such Put Notice and (iii) the Company shall pay an amount equal to $1.50 per Puttable Share subject to such Put Notice (such payment, the certificate(s“Guaranteed Return Payment”), with such payment to first be made with any funds remaining in the Funds Escrow/Collateral Account; provided, however, that in the event that the funds remaining in the Funds Escrow/Collateral Account are insufficient to pay in full the Guaranteed Return Payment, the difference (such amount, the “Difference”) representing on a per share basis between (x) the Guaranteed Return Payment and (y) the quotient of (A) the amount remaining in the Funds Escrow/Collateral Account divided by (B) the number of shares for which the Put Shares Option is exercised, the Company will not be responsible for paying the Guaranteed Return Payment to the Investor in its entirety. Instead, BurTech shall pay to the Investor (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blanksuch payment, the “BurTech Payment”) the Difference, and the Company shall tender pay to Lender the Put Price in cash by wire transfer Investor from the Funds Escrow/Collateral Account the remainder of immediately available funds the Guaranteed Return Payment (such amount, the “Proportional Payment”). In no event will the Company be responsible for payment to an account at a bank designated by Lender. The Company and Lender acknowledge and agree the Investor of the BurTech Payment or for any amount that exceeds the amount of the Company’s obligation Proportional Payment. With respect to purchase each Put Notice, upon the Issued Shares Investor receiving the Guaranteed Return Payment or the Proportional Payment from Lender the Company, as applicable, pursuant to clause (iii) of the Put Option is an Obligation secured immediately preceding sentence, and notwithstanding a failure by BurTech to pay the BurTech Payment, the principal amount of the Guarantee Note shall be reduced by the Collateral and any related guarantees under amount of the Loan Documents, and for so long as Guaranteed Return Payment. If the Put Option is outstanding and, if exercisedInvestor has elected to have only a portion of the Puttable Shares repurchased, the Put Price is not yet tendered, Company shall cause its book entry records for the Lender’s right Reserved Blaize Shares to receive be updated to reflect the Put Price shall be secured by repurchase of such portion of Puttable Shares. In the Collateral and any related guarantees under event the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise trading price of the Put Option upon a Fundamental Transaction Blaize Shares is below $1.50 for five (as defined in the Loan Agreement), as follows: The Company shall send written notice 5) out of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) consecutive trading days prior (the “Triggering Event”), the Investor may elect to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the its Put Option shall be deemed an intention to decline to accelerate the Put Optionfor all remaining Puttable Shares as of such date. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (1) In the event Magic Lantern decides that it does not wish to Lender an option extend the term of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the “"Put Option”") to sell all or any portion require NTN Canada to purchase from the Vendor all, but not less than all, of the Issued Common Shares (acquired by the “Put Shares”) Vendor pursuant to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance provisions of the outstanding Put SharesPromissory Note, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofif any, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective are then still beneficially owned by the SEC . If not exercised during Vendor (hereinafter in this Article 1 collectively referred to as the Put Period, the Put Option shall terminate and shall be of no further force or effect. "Vendor's Shares"). (2) The Put Option shall be exercisable exercised by Lender’s delivery the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of written notice Exercise") of its intention to exercise the Company Put Option. (3) Upon exercise of the “Put Notice”). Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The Put sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditions: (a) the purchase price payable for each of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price shall specify be payable by certified cheque or bank draft at the time of completion of the transaction; (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion of the sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which the closing Vendor delivered the Notice of the purchase of the Put Shares shall take place (the “Put Closing Date”)Exercise to NTN Canada, which provided such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price day is not yet tendereda Saturday, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred Sunday or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default)statutory holiday, in which event the Put Price completion of the sale shall be added to take place on the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lendernext business day thereafter. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the (5) The Put Option set forth hereinaboveshall expire on September 30, if not terminated by its terms herein, shall terminate1999.

Put Option. The Company hereby 2.1 In consideration for the entry into this Agreement, Aleph Cayman grants to Lender A15 an option (the “Put Option”) to sell require Aleph Cayman to purchase all or any portion (and not some only) of the Issued Shares remaining shares in Connect Ads held by A15 (the “Put Option Shares”) on the terms and subject to the Company for provisions of this Schedule 7 (A15 Put Option). 2.2 Subject to paragraph 2.3 of this Schedule 7 (A15 Put Option), A15 may exercise the Put Option, once only and in respect of all and not some only of the Put Option Shares, by serving a total purchase price Put Option Exercise Notice in accordance with paragraph 2.9 of $195,000, pro-rated for any portion thereof this Schedule 7 (the “A15 Put Price”Option). . 2.3 The Put Option may only be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding if a Put SharesOption Trigger Event occurs. 2.4 If, at any time during after the earlier to occur of the following Signature Date, a Put Option exercise periods (the “Put Period”): (a) the Trigger Event occurs, Aleph Cayman shall within ten (10) Business Day period commencing Days of the date of such Put Option Trigger Event, deliver to A15 a notice in writing (the “Draft Put Option Statement”) specifying: (a) reasonable details of the Put Option Trigger Event, including: (i) in the case of a Qualifying IPO: (A) the Qualifying Exchange; (B) the number of primary shares in Aleph Cayman to be issued and sold by Aleph Cayman; (C) the number of secondary shares in Aleph Cayman to be sold by each shareholder in Aleph Cayman; and (D) the offering price per share; (ii) in the case of an Aleph Cayman Change of Control: (A) the identity of the third party purchaser; (B) the number of shares in Aleph Cayman to be sold by Aleph; and (C) the purchase price per share in Aleph Cayman (including any deferred consideration or earn-outs); (iii) in the case of a Change in CEO, the date on the first anniversary hereof, or which C▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ceased to be CEO of Aleph Cayman (b) the ten Put Option Connect Ads EBITDA; (10c) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate Connect Ads Cash; (d) the Put Option Connect Ads Indebtedness; (e) the Put Option Connect Ads Net Debt; (f) the Put Option IMS EBITDA; (g) the Put Option IMS Cash; (h) the Put Option IMS Indebtedness; (i) the Put Option IMS Net Debt; (j) the Put Option Valuation Multiple; (k) the Put Option Consideration Shares Percentage; and (l) the number of Put Option Consideration Shares, and shall be attaching complete and accurate copies of: (a) in the case of no further force or effecta Qualifying IPO, the admission document and/or prospectus; (b) in the case of an Aleph Cayman Change of Control, the definitive transaction documents; (c) the Put Option Connect Ads Accounts; and (d) the Put Option IMS Accounts. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender Parties acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to Put Option Connect Ads EBITDA, the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsConnect Ads Cash, and for so long as the Put Option is outstanding and, if exercisedConnect Ads Indebtedness, the Put Price is not yet tenderedOption Connect Ads Net Debt, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option IMS EBITDA, the Put Option IMS Cash, the Put Option IMS Indebtedness and the Put Option IMS Net Debt shall not be transferred or assigned exclude any inter-company transactions between the IMS Group and the Connect Ads Group other than any invoice rendered by an IMS Group Company to a Connect Ads Group Company, to recharge the cost of any third partymedia purchased by an IMS Group Company, in respect of a service rendered by such Connect Ads Group Company to a commercial partner in any Connect Ads Territory, as supported by an arms' length partner agreement. 6.1 Notwithstanding 2.5 A15 shall, within twenty (20) Business Days of receipt from Aleph Cayman of a Draft Put Option Statement, either: (a) confirm to Aleph Cayman in writing its acceptance of the foregoingDraft Put Option Statement; or (b) notify Aleph Cayman in writing of its non-acceptance of the Draft Put Option Statement (which, Lender shall have for the rightavoidance of doubt, but not the obligation, to accelerate the exercise may include its non-acceptance of the Put Option upon Connect Ads Accounts and/or the Put Option IMS Accounts) (a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Put Option Non-Acceptance Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction), together with all relevant information relating thereto, in form sufficient written details of each matter disputed and of its proposed modifications. 2.6 If A15 serves a Put Option Non-Acceptance Notice pursuant to enable Lender to make an informed decision as to whether it should accelerate the paragraph 2.5(b) of this Schedule 7 (A15 Put Option. Within ), Aleph Cayman and A15 shall use all reasonable endeavours to meet and discuss the objections of A15 and to agree the adjustments (if any) required to be made to the Draft Put Option Statement within fifteen (15) days Business Days after Aleph Cayman receives the Put Option Non-Acceptance Notice. 2.7 If A15 confirms its acceptance of Lenderthe Draft Put Option Statement (either as originally submitted to it or with such modifications as the Parties agree) or fails to notify Aleph Cayman of its non-acceptance in accordance with paragraph 2.5(b) of this Schedule 7 (A15 Put Option), the Draft Put Option Statement (incorporating any modifications agreed in writing) shall constitute the Put Option Statement for the purposes of this Agreement, which shall be final and binding on the Parties in the absence of manifest error or fraud. 2.8 If Aleph Cayman and A15 are unable to agree the Draft Put Option Statement within fifteen (15) Business Days of Aleph Cayman’s receipt of the Fundamental Transaction A15’s Put Option Non-Acceptance Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall disputed matters may be deemed referred for determination by an intention to decline to accelerate the Put OptionExpert appointed in accordance with paragraph 3 below. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. 1.1 The Company Purchaser hereby grants irrevocably and unconditionally undertakes to Lender an option acquire the Shares from the Seller at the price and on the other terms of, and subject to the conditions set forth in, the SPA and this Deed (the “Put Option”) ), subject only to sell all the delivery by or any portion on behalf of the Issued Shares Seller in accordance with the provisions of Clause 37 (Notices) of the SPA, during the Option Period (as such term is defined below), of the notice set out in Schedule 2 duly executed by the Seller (the “Exercise Notice”), accompanied by a copy of the SPA duly executed by the Seller. 1.2 The Seller accepts the benefit of the Put Shares”Option solely as an option exercisable at the Seller’s sole discretion, it being understood that such acceptance shall not constitute in any manner an undertaking by the Seller to exercise the Put Option or to enter into the SPA. 1.3 Upon the sending of the Exercise Notice, together with the executed SPA, the Seller hereby unconditionally and irrevocably agrees that (a) by sending the Exercise Notice together with the executed SPA, it is delivering the executed SPA and (b) once sent, it will have executed and delivered the SPA to the Company for a total purchase price of $195,000Purchaser, pro-rated for any portion thereof (the “Put Price”). SPA shall be legally binding immediately on the Purchaser and the Seller. 1.4 The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during shall remain valid until the earlier to occur of the following Put Option exercise periods (the “Put Period”): of: (a) the date that is ten (10) Business Day period commencing on Days after completion of the first anniversary hereof, or Consultation Process (as such term is defined below); (b) such earlier date after completion of the ten Consultation Process on which the Seller delivers the Exercise Notice to the Purchaser in accordance with the terms of this Deed; (10c) Business Day period commencing on such other date as the Seller and the Purchaser, by mutual agreement in writing, determine to terminate this Deed; (d) the date on which is nine the Seller notifies the Purchaser in writing that it has determined not to exercise the Put Option; and (9e) months after the date that is six (6) months from the registration statement for date hereof, (the registration period from the date of this Deed until such date being the “Option Period”). 1.5 If no Exercise Notice has been sent by the end of the Issued Shares is declared effective by the SEC . If not exercised during the Put Option Period, the Put Option shall terminate automatically lapse without any action on the part of the parties, and each party shall be released from its obligations under this Deed and no party shall have any claim against the other under it with no costs, indemnity or penalties of no further force any kind payable to or effect. The Put Option shall be exercisable by Lender’s delivery any party save in the case of written notice a prior breach of this Deed (other than a breach of paragraphs 3 (Conditions), 5 (Warranties of the Purchaser) and 5.2 (Warranties of the Seller)) and save for the provisions of paragraphs 8 (Confidentiality), 9 (Reference to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing Provisions of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankSPA) and the Company 10 (Governing Law and Arbitration) which shall tender continue to Lender the Put Price apply in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyaccordance with their terms. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. At the option of the Holder, on each of August 15, 2013 and August 15, 2018 (each a "Repurchase Date"), each Holder may require the Company to repurchase, and the Company shall repurchase, any and all outstanding Debentures submitted for repurchase by the Holders thereof at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the relevant Repurchase Date (the "Repurchase Price"), subject to satisfaction by or on behalf of the Holder of the Debenture delivery and other requirements set forth in the Indenture. No later than 20 Business Days prior to each Repurchase Date, the Company shall mail a written notice of the repurchase right by first class mail to the Trustee and to each Holder (and to beneficial owners of Debentures as required by applicable law). The Company hereby grants will comply with the requirements of Rule 13e-4 and Rule 14e-1 under the Exchange Act, including the filing of a Schedule TO if required, and will comply with the requirements of any other federal and state securities laws and regulations thereunder to Lender an option (the “Put Option”) to sell all or any portion extent those laws and regulations are applicable in connection with the repurchase of the Issued Shares Debentures by the Company. A Holder may exercise its put right upon delivery of a written notice of repurchase (the “Put Shares”a "Repurchase Notice") to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, Paying Agent at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofbeginning at 9:00 a.m., or (b) the ten (10) Business Day period commencing New York City time, on the date which that is nine (9) months after 20 Business Days immediately preceding the date that relevant Repurchase Date until 5:00 p.m., New York City time, on the registration statement for Business Day immediately preceding such Repurchase Date. A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the registration office of the Issued Shares is declared effective by Paying Agent in accordance with the SEC Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date. If not exercised during At the Put Periodelection of the Company, the Put Option shall terminate Repurchase Price may be paid in cash or shares of Common Stock, or in any combination of cash and shall be shares of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice Common Stock, subject to the Company (conditions set forth in the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderIndenture. The Company and Lender acknowledge and agree shall designate, in the notice of repurchase right, whether the Company will repurchase the Debentures for cash or, if permitted hereunder, shares of Common Stock, or, if a combination thereof, the percentages of the Repurchase Price in respect of which it will pay in cash or shares of Common Stock; provided, however, that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and Company will pay cash for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyfractional interests in a share of Common Stock. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) If the City defaults (“City Default”) in the due observance or performance of any covenant, obligation or provision of the Agreement, and such default shall continue for 30 days after the CID has given the City written notice specifying such default (or such longer period as shall be reasonably required to Lender an option cure such default; provided that the City (i) has commenced such cure within said 30-day period, and (ii) diligently prosecutes such cure to completion), the CID shall have the right and option, but not the obligation, to require the City to purchase the ROW Property (the “Put Option”). (b) to sell all or any portion The CID shall exercise such Put Option by delivering notice of the Issued Shares such exercise (the “Put SharesOption Notice”) in writing to the Company for a total City. If exercised, the CID shall be obligated to sell, without recourse, representation or warranty, and the City shall be obligated to purchase, the ROW Property. The CID’s failure to exercise its Put Option after any City Default shall not preclude the CID from exercising its Put Option after the occurrence of any subsequent City Default. (c) The purchase price of $195,000, pro-rated for any portion thereof the ROW Property (the “Put Purchase Price”). The Put Option may ) shall be exercised with respect to any an amount that is equal to or less than the entire balance sum of: (i) Any transfer taxes and other closing costs attributable to the exercise of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option (or Call Option, as applicable) and the sale of the ROW Property; plus (ii) an amount equal to the aggregate amount of any expenses the CID incurred in the vacation of the ROW Property. (d) The Purchase Price shall be paid by the City by federal wire transfer on the Put Closing Date (as defined below), at which time the Agreement will terminate and the CID shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice convey the ROW Property to the Company City without recourse, representation or warranty. (the “Put Notice”). e) The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place closing (the “Put Closing Date”), which such date shall ) will be no earlier than ten (10) days but no later than thirty (30) calendar days from following the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise mailing of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender or such other date as the CID and the City shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionagree in writing. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The Company Seller hereby grants to Lender an the Deal Agent, on behalf of the Purchasers, the option (the “"Put Option”") to sell require the Seller to prepay all or any a portion of the Issued Shares aggregate Capital in connection with the sale and assignment to the Seller by the Deal Agent, on behalf of the Purchasers, of the Assets, subject to the following terms and conditions: (i) The Deal Agent, on behalf of the Purchasers, shall have given the Seller at least fifteen (15) days prior written notice of its intention to exercise its Put Option. Such notice shall specify the portion of the aggregate Capital for which the Put Option is being exercised and shall set for the closing a date (the “"Put Shares”Option Purchase Date"), which is not less than fifteen (15) to nor more than ninety (90) days after the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”)date such notice is sent. The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Deal Agent, on behalf of the outstanding Put SharesPurchasers, may rescind such notice, without liability of any kind, at any time during the earlier prior to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Purchase Date by giving at least five (5) days prior written notice thereof to the Seller; (ii) Any Put Option shall be exercisable exercised solely in connection with a Permitted Securitization Transaction; (iii) No portion of the proceeds used by Lender’s delivery the Seller to prepay Capital on a Put Option Purchase Date shall be realized from the Seller's sale or assignment of written notice Assets back to the Company Originator on such date; (iv) Unless a Put Option Purchase Date is a Payment Date (in which case the “relevant calculations with respect to such Put Notice”Option shall be reflected on the applicable Monthly Report). The , the Seller shall deliver to the Deal Agent a Put Notice shall specify Option Purchase Date Certificate, together with evidence to the date on which the closing reasonable satisfaction of the purchase Deal Agent (which evidence may consist solely of the Put Shares Option Purchase Date Certificate) that the Seller shall take place (have sufficient funds on the “related Put Closing Date”)Option Purchase Date to effect the contemplated Put Option in accordance with this Agreement. In effecting a Put Option, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date Seller may use the proceeds of sales of the Put Notice. On or before Assets (which sales must be made in arm's-length transactions to Persons other than the Put Closing Date, Lender will deliver Originator); (v) After giving effect to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer prepayment of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Capital pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction and the assignment to the Seller of the Assets on any Put Option Purchase Date, (as defined x) the remaining aggregate Capital shall be less than or equal to the lesser of the Capital Limit and the Purchase Limit, (y) the representations and warranties contained in Section 4.1 and Section 4.2 hereof shall continue to be correct in all material respects, except to the Loan Agreement)extent relating to an earlier date, as follows: The Company shall send written and (z) neither an Early Amortization Event nor an event that, with the giving of notice of the proposed Fundamental Transaction lapse of time, or both, would become an Early Amortization Event, shall have resulted; (“Fundamental Transaction Notice”vi) no later than thirty (30) days prior On the related Put Option Purchase Date, the Deal Agent shall have received, for the benefit of the Purchasers and the Hedge Counterparties, as applicable, in immediately available funds, an amount equal to the date sum of (i) the portion of the proposed consummation aggregate Capital to be prepaid plus (ii) an amount equal to all unpaid Yield to the extent reasonably 41 47 determined by the Deal Agent to be attributable to that portion of the Fundamental Transaction, together aggregate Capital to be paid in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option plus (iii) an aggregate amount equal to the sum of all other amounts due and owing to the Deal Agent, the Purchasers and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); (vii) On or prior to each Put Option Purchase Date, the Seller shall have delivered to the Deal Agent, on behalf of the Purchasers, a list designating the Assets to be deemed an intention sold and assigned pursuant to decline to accelerate the such Put Option. 6.2 (b) In additionconnection with any Put Option that does not constitute a prepayment in full of the outstanding aggregate Capital, notwithstanding then, following receipt by the foregoingDeal Agent of the amounts referred to in clause (v) above, Lender there shall have be sold and assigned to the Seller all of the right, title and interest of the Deal Agent in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, the Purchasers and the Hedge Counterparties in connection with any Put Option (including, but not limited to, expenses incurred in connection with the obligationrelease of the Lien of the Deal Agent, the Purchasers, the Hedge Counterparties and any other party having such an interest in the Assets in connection with such Put Option). (d) In connection with any Put Option, on the related Put Option Purchase Date, the Deal Agent, on behalf of the Purchasers and the Hedge Counterparties, shall, at the expense of the Seller (i) execute such instruments of release with respect to accelerate the exercise portion of the Assets to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions , and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller. (e) Notwithstanding any other provision of this Section 2.17, the closing of the Put Option following an Event of Default under may only occur if the Loan Documents (Seller obtains the Capital for which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated is being exercised by its terms herein, shall terminatetransferring the applicable Assets in a Permitted Securitization Transaction.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at At any time during the earlier RFR Period, each POP Seller shall have the option to occur of sell its Purchase Option Property to the following Put Operating Partnership, and the Operating Partnership shall be required and hereby agrees to buy such Purchase Option exercise periods Property at the Adjusted Purchase Price (hereinafter defined), subject to the “Put Period”): terms and conditions hereinafter described: (ai) The Adjusted Purchase Price shall be (A) at the ten (10) Business Day period commencing on Operating Partnership's sole option, paid entirely in cash or entirely in Units at a value per Unit equal to the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after Average Share Price determined with reference to the date that the registration statement for the registration notice of POP Seller's exercise of the Issued Shares put option is declared effective delivered to FAC and the Operating Partnership, and (B) adjusted consistent with Section 3.3 of this Agreement and with Closing costs allocated as provided in this Agreement. (ii) POP Seller shall exercise its put option by delivering to FAC and the Operating Partnership written notice on or prior to the end of the RFR Period of its irrevocable exercise of the put option and containing POP Seller's calculation of the Adjusted Purchase Price and all backup materials reasonably relating thereto. The Closing thereunder shall be on a date specified by the SEC Operating Partnership not later than one hundred twenty (120) days following receipt of the notice of exercise of the put option. If not exercised during the Put PeriodUpon exercise by POP Seller of its put option, the Put such Purchase Option Property shall terminate become a "Property" and POP Seller shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice deemed to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing have made all of the purchase representations and warranties under this Agreement with respect thereto as of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) date; and the Company parties shall tender to Lender perform all obligations of Closing and make all Closing deliveries required under this Agreement, including a Bringdown Certificate, with the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s Operating Partnership's obligation to purchase such Purchase Option Property being conditioned only upon the Issued Shares from Lender pursuant conditions to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Closing enumerated in Article VIII hereof. (iii) The Adjusted Purchase Price shall be secured equal to (A) the Net Operating Income of the applicable Purchase Option Property for the twelve (12) month period ending on the last day of the calendar month preceding the month in which the put notice was received, divided by eleven percent (.11), minus (B) the balance of any Outstanding Debt Financing affecting the Purchase Option Property which is assumed or paid by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyOperating Partnership. 6.1 Notwithstanding the foregoing(iv) Except as provided in this Section 11.2, Lender no POP Seller shall have any obligation to sell, and the rightOperating Partnership shall have no obligation to buy, but not the obligation, to accelerate the exercise any of the Put Purchase Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionProperties. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company 19.1 In consideration of the sum of US$1.00 paid by SCL to Wuxi CRM (the receipt, sufficiency and adequacy of which Wuxi CRM hereby acknowledges), Wuxi CRM hereby irrevocably grants to Lender SCL an option (the “Put Option”), at any time during the Put Option Period, to require Wuxi CRM to purchase from SCL all (and not some only) to sell all or any portion of the Issued Shares (Option Shares, on the “Put Shares”) terms and subject to the Company for a total purchase price conditions of $195,000, pro-rated for any portion thereof (the “Put Price”). this Clause 19. 19.2 The Put Option may be exercised with by SCL in respect to any amount that is equal to or less than the entire balance of all (and not some only) of the outstanding Put Shares, Option Shares by serving notice in writing of such exercise on Wuxi CRM at any time during the earlier to occur of the following Put Option exercise periods Period (the “Put PeriodOption Notice”): ) failing which the Put Option will lapse and cease to have any further effect. 19.3 The Put Option Notice shall state: (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Option Notice. On or before ; Table of Contents (b) the Put Closing Date, Lender will deliver to number of Option Shares; (c) the Company the certificate(spurchase price; and (d) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyCompletion Date. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate 19.4 On the exercise of the Put Option, Wuxi CRM will become bound to purchase and SCL will become bound to complete the sale of the Option Shares on the Transfer Terms. Lender’s failure The purchase price per Option Share shall be a sum equal to timely notify the Company Net Asset Value thereof Provided Always That if the Net Asset Value is in the negative, the aggregate purchase price for all the Option Shares shall be US$1.00. 19.5 Completion of Lender’s intention to accelerate the sale and purchase of the Option Shares (the “Put Option Completion”) shall take place at the corporate office of MAT in Hong Kong (or at such other place as SCL and Wuxi CRM may agree in writing) on the Put Option shall be deemed an intention to decline to accelerate the Put OptionCompletion Date. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of 19.6 On the Put Option following Completion, Wuxi CRM shall pay the total consideration for the Option Shares calculated in accordance with Clause 19.4 by cashier’s order or banker’s draft drawn on a bank licensed in Hong Kong or Singapore or by telegraphic transmission to an Event account designated by SCL against delivery of: (a) a duly executed transfer form in favour of Default under Wuxi CRM or as it may direct; and (b) the Loan Documents (which acceleration right share certificates in respect of the Option Shares. 19.7 The restrictions on Transfer of Shares contained in Clause 16 and in the Articles shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added apply to the Obligations sale and Transfer of Shares under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lenderthis Clause 19. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Until the third anniversary of the date of this ---------- Agreement, or, if later, the termination of the Employment and Noncompetition Agreement dated the date hereof by and between the Purchaser and the Company hereby grants (including any renewals thereof), upon the death or disability (as such term is defined in Section 22(e)(3) of the Code) of Purchaser, Purchaser's designee, legal representative or legatee, the successor trustee of Purchaser's inter vivos trust or the person who acquired the right to Lender an option such Shares by reason of the death of Purchaser (collectively, the Successor") may elect to cause the Company to repurchase all or part of the Shares of Purchaser acquired under this Agreement and under that certain Option Agreement dated as of the date hereof by Purchaser for cash (the “"Put Option”) to sell all "); provided, however, such election must be made no earlier than 30 days and no later than 180 days after such death or any portion of the Issued Shares disability (the “Put Shares”) to "Option Period"); and provided further that such repurchase is permitted by the Company for a total purchase price of $195,000Company's debt agreements. If the Company's debt agreements do not permit such repurchase, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months Company's obligations under this Section 11 shall continue until 120 days after the date such repurchase shall be permitted; provided that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option such obligations shall terminate and shall be in any event on the fourth anniversary of no further force or effectthis Agreement. The Put Option shall be exercisable exercised by Lender’s the Successor by (a) delivery of to the Company within the Option Period a written notice specifying the number of shares to be repurchased by the Company (the “Put "Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”"), which such date shall be no earlier than ten and (10b) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver surrendering to the Company Company, or its agent, the certificate(s) certificates, properly endorsed for transfer, representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to which the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within being exercised within fifteen (15) days of Lender’s receipt delivery of the Fundamental Transaction Notice, Lender Notice to the Company. The Notice Date shall advise be the day the Company whether receives the Lender has elected Notice. The purchase price (the "Option Price") for each Share to accelerate the exercise of the Put Option. Lender’s failure be purchased pursuant to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate equal (A) the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise greater of the Put Purchase Price or the applicable exercise price (in the case of Option following an Event of Default under the Loan Documents Shares) (which acceleration right shall not be waived if not exercised following a prior Event of Defaultwithout interest), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofThe Purchasers Parent hereby irrevocably undertakes to, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date and procures that the registration statement for Purchasers shall, purchase the registration of Securities and the Issued Shares is declared effective Suzhou Business at the price and under the other terms and conditions set forth in the SPA (the Put Option), subject only to the sending by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice Beneficiaries Representative to the Company (Purchasers Parent, in accordance with the “terms of this Put Notice”). The Put Notice shall specify the date on which the closing EXECUTION VERSION Option Letter, of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right notice to exercise the Put Option shall not be transferred or assigned (the Exercise Notice). By countersigning the Put Option Letter (the date of such signature being referred to any third partyas the Put Option Date), the Beneficiaries Representative, on behalf of the Beneficiaries, accept the benefit of the Put Option as an option solely, without undertaking to exercise such option. 6.1 Notwithstanding (b) The Exercise Notice shall be sent by the foregoingBeneficiaries Representative (acting on behalf of the Beneficiaries) to the Purchasers Parent, Lender on or prior the earlier of (the Expiry Date): (i) the date falling seven Business Days after the Consultation Process, the Employees Information and the Merger Code Process have all been completed; and (ii) six months after the Put Option Date. (c) The Put Option is governed by the provisions of Article 1124 of the French Civil Code and is irrevocable until the Expiry Date. (d) Without prejudice to the provisions of Clause 11, if the Exercise Notice has not been sent on or prior to the Expiry Date, the Put Option will automatically terminate as at the Expiry Date and each party shall have be released from their obligations under the rightPut Option, but without any liability whatsoever save in case of prior breach of the terms and provisions of this Put Option Letter. (e) In case of exercise of the Put Option, the Purchasers Parent and the Beneficiaries Representative irrevocably undertakes to and procures that the Purchasers, with respect to the Purchasers Parent, and the Beneficiaries, with respect to the Beneficiaries Representative, will execute the SPA and the representations and warranties agreement attached hereto as Schedule 5 (the R&W Agreement) within five Business Days of the date of receipt by the Purchasers Parent of the Exercise Notice (the Execution Period). The place and date of execution of the SPA and the R&W Agreement by the Purchasers and the Beneficiaries shall be jointly agreed by the Purchasers Parent and the Beneficiaries Representative or, failing such agreement within the Execution Period, shall be the date of the last day of the Execution Period at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New York, United States (any such date being referred to as the Execution Date). (f) It is hereby expressly specified that the validity and enforceability of the Put Option is not subject to the obligationexecution of the SPA and the R&W Agreement and accordingly, to accelerate the upon exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice and execution of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to SPA and the date R&W Agreement by the Beneficiaries, the Purchasers Parent shall procure that the Purchasers shall acquire the Securities and the Suzhou Business at the price and under the other terms and conditions of the proposed consummation SPA, whether or not the SPA and the R&W Agreement have been executed by the Purchasers. The Purchasers Parent, on its own behalf and on behalf of the Fundamental TransactionPurchasers, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate agrees that their obligations under the Put Option shall be deemed an intention to decline to accelerate and the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise completion of the Put Option following an Event of Default Transaction as provided under the Loan Documents (which acceleration right shall not SPA may be waived if not exercised following a prior Event of Default)enforced through specific performance, in which event accordance with the Put Price shall provisions of articles 1221 and 1222 of the French Civil Code, without any prior formal notice (mise en demeure préalable) being required from the Beneficiaries. The parties expressly acknowledge that such specific performance may be added sought by the Beneficiaries against the Purchasers as well as the Purchasers Parent, even if it creates a manifest disproportion between its cost to the Obligations under Purchasers and Purchasers Parent and its interest for the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.Beneficiaries. EXECUTION VERSION

Put Option. (a) The Company Seller hereby grants to Lender an the Deal Agent, on behalf of the Purchasers, the option (the “"Put Option”") to sell require the Seller to prepay all or any a portion of the Issued Shares aggregate Capital in connection with the sale and assignment to the Seller by the Deal Agent, on behalf of the Purchasers, of the Assets, subject to the following terms and conditions: (i) The Deal Agent, on behalf of the Purchasers, shall have given the Seller at least fifteen (15) days prior written notice of its intention to exercise its Put Option. Such notice shall specify the portion of the aggregate Capital for which the Put Option is being exercised and shall set for closing a date (the “"Put Shares”Option Purchase Date"), which is not less than fifteen (15) to nor more than ninety (90) days after the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”)date such notice is sent. The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Deal Agent, on behalf of the outstanding Put SharesPurchasers, may rescind such notice, without liability of any kind, at any time during the earlier prior to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Purchase Date by giving written notice thereof to the Seller; (ii) Any Put Option shall be exercisable exercised solely in connection with a Permitted Securitization Transaction; (iii) No portion of the proceeds used by Lender’s delivery the Seller to prepay Capital on a Put Option Purchase Date shall be realized from the Seller's sale or assignment of written notice Assets back to the Company Originator on such date; (iv) Unless a Put Option Purchase Date is a Payment Date (in which case the “relevant calculations with respect to such Put Notice”). The Put Notice Option shall specify be reflected on the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”applicable Monthly Report), which such date the Servicer shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company Deal Agent a 3 Servicer's Put Option Purchase Date Certificate, together with evidence to the certificate(sreasonable satisfaction of the Deal Agent (which evidence may consist solely of the Servicer's Put Option Purchase Date Certificate) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation Seller shall have sufficient funds on the related Put Option Purchase Date to purchase effect the Issued Shares from Lender contemplated Put Option in accordance with this Agreement. In effecting a Put Option, the Seller may use the proceeds of sales of the Assets (which sales must be made in arm's-length transactions to Persons other than the Originator); (v) After giving effect to the prepayment of Capital pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction and the assignment to the Seller of the Assets on any Put Option Purchase Date, (as defined x) the remaining aggregate Capital shall be less than or equal to the lesser of the Capital Limit and the Purchase Limit, (y) the representations and warranties contained in Section 4.1 and Section 4.2 hereof shall continue to be correct in all material respects, except to the Loan Agreement)extent relating to an earlier date, as follows: The Company shall send written and (z) neither an Early Amortization Event nor an event that, with the giving of notice of the proposed Fundamental Transaction lapse of time, or both, would become an Early Amortization Event, shall have resulted. (“Fundamental Transaction Notice”vi) no later than thirty (30) days prior On the related Put Option Purchase Date, the Deal Agent shall have received, for the benefit of the Purchasers and the Hedge Counterparties, as applicable, in immediately available funds, an amount equal to the date sum of (i) the portion of the proposed consummation aggregate Capital to be prepaid plus (ii) an amount equal to all unpaid Yield to the extent reasonably determined by the Deal Agent to be attributable to that portion of the Fundamental Transaction, together aggregate Capital to be paid in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option plus (iii) an aggregate amount equal to the sum of all other amounts due and owing to the Deal Agent, the Purchasers and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs). (vii) On or prior to each Put Option Purchase Date, the Deal Agent shall designate the Assets to be sold and assigned to the Seller. (b) In connection with any Put Option that does not constitute a prepayment in full of the outstanding aggregate Capital, then, following receipt by the Deal Agent of the amounts referred to in clause (v) above, there shall be deemed an intention sold and assigned to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have Seller all of the right, title and interest of the Deal Agent in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, the Purchasers and the Hedge Counterparties in connection with any Put Option (including, but not limited to, expenses incurred in connection with the obligationrelease of the Lien of the Deal Agent, the Purchasers, the Hedge 4 Counterparties and any other party having such an interest in the Assets in connection with such Put Option). (d) In connection with any Put Option, on the related Put Option Purchase Date, the Deal Agent, on behalf of the Purchasers and the Hedge Counterparties, shall, at the expense of the Seller (i) execute such instruments of release with respect to accelerate the exercise portion of the Assets to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller." (e) Notwithstanding any other provision of this Section 2.17, the closing of the Put Option following an Event of Default under may only occur if the Loan Documents (Seller obtains the Capital for which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated is being exercised by its terms herein, shall terminatetransferring the applicable Assets in a Permitted Securitization Transaction.

Put Option. The At any time after November 12, 2005 if the Company hereby grants to Lender an option (has not consummated its initial public offering, the “Put Option”) Investor shall have the right to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total and the Company shall have the obligation to purchase price of $195,000from the Investor, pro-rated for any portion thereof (the “Put Price”)Registrable Securities. The Put Option may Such sale shall be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of made on the following Put Option exercise periods (the “Put Period”): terms and conditions: (a) The price per share at which the ten Registrable Securities are to be sold to the Company shall be equal to the then current fair market value as mutually determined by the Company and the Investor. If the Company and the Investor cannot agree as set forth above, then they shall select a mutually agreeable investment banking firm to determine the fair market value of the Investor's interest in the Company, which determination shall be binding upon the Company and the Investor. If the Company and the Investor cannot mutually agree upon an investment banking firm to perform the aforementioned valuation, then each of the Company and the Investor will choose an investment banking firm who in turn will choose a mutually agreeable (10agreeable to such investment banking firms) Business Day period commencing on investment banking firm to determine the first anniversary hereoffair market value of the Investor's interest in the Company, or which determination will be binding upon the Company and the Investor. (b) The Investor shall, if exercising the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodput option created hereby, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice deliver to the Company a written notice of its exercise of its rights under this Section 2.3 (the “"Put Notice”). The Put Notice ") specifying the number of Registrable Securities to be sold, which number shall specify the date on which the closing be not less than one hundred percent (100%) of the purchase of Registrable Securities held by the Put Shares shall take place Investor. (the “Put Closing Date”)c) The Company shall, which such date shall be no earlier than ten within one hundred twenty (10120) days but no later than thirty (30) days from the date of its receipt of the Put Notice. On or before , pay the aggregate purchase price (the "Put Price") for the shares specified in the Put Closing DateNotice by certified check or bank draft made payable to the order of the Investor. At such time, Lender will the Investor shall deliver to the Company the certificate(s) certificate or certificates representing the Put Shares (duly Registrable Securities to the Company hereunder, each certificate to be endorsed for transfer by Lender in blank or accompanied by duly executed stock powers in blank) and sufficient to transfer such shares. Notwithstanding the Company shall tender foregoing, the Company's obligation to Lender pay the Put Price in cash by wire transfer of immediately is subject to (i) the Company having legally available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees make such payment under the Loan Documentsapplicable corporate law, and for so long as (ii) the Put Option is outstanding and, if exercised, Company being able to make such payment without causing the Company or Jaymark to violate or breach the terms of its then existing third party indebtedness. (d) If any portion of the Put Price is not yet tenderedpaid within the time limit set forth in subsection 2.3(c) then the Company agrees that it shall pay any remaining unpaid amount as soon as the conditions in subsections 2.3(c)(i) and 2.3(c)(ii) are satisfied and remain satisfied after any such payment. For clarification, the Lender’s Investor shall not have the right to receive put its Registrable Securities to the Put Price shall be secured Company in increments of less than one hundred percent (100%) of the Registrable Securities held by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyit. 6.1 Notwithstanding (e) Beginning with the foregoingfiscal year beginning on February 1, Lender 2004, the Company covenants not to pay cash dividends or make any other cash distribution on its capital stock in a cumulative annual amount in excess of fifty percent (50%) of Company's cash on hand as reflected on the Company's previous year's balance sheet. (f) The provisions of this Section 2.3 and the rights described herein shall have terminate upon the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionCompany's initial public offering. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company Purchaser hereby grants irrevocably offers to Lender an option acquire the Shares from the Seller as follows: 1.1 The Seller shall have the right (hereinafter referred to as the “"Put Option”") to sell all by unilateral declaration in accordance with Article 1.3 to the Purchaser or any portion a party designated by the Purchaser, provided such designated party is a wholly owned subsidiary of the Issued Guarantor, and the Purchaser or such designated party shall be obliged upon such unilateral declaration to purchase from the Seller, the Shares (with commercial effect as of the “Put Shares”) to Effective Date as defined in Article 1.3 hereof in accordance with the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). terms and conditions specified in Articles 3 through 11 hereof. 1.2 The Put Option may be exercised with respect to an Effective Date of any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time date during the earlier period from January 15, 2002 to occur of the following March 31, 2002, both dates inclusive. 1.3 The Put Option exercise periods has to be exercised by the Seller by written declaration (hereinafter referred to as the “Put Period”): "Exercise Notice") that (a) is addressed to the ten (10) Business Day period commencing on the first anniversary hereof, or Purchaser; (b) relates to all of the ten Shares; and (10c) Business Day period commencing on specifies the date with effect as from which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate is being exercised (the "Effective Date"). 1.4 The Put Option may be exercised by executing and shall be of delivering an Exercise Notice not earlier than January 15, 2002 and no further force or effect. later than seven days before the Effective Date. 1.5 The Put Option shall be exercisable by Lender’s delivery of written notice deemed to the Company (the “Put Notice”). The Put Notice shall specify have been exercised on the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver Exercise Notice was sent to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer Purchaser with a copy to DoubleClick Inc., New York, N.Y., legal department, by Lender courier, registered mail or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyconfirmed facsimile transmission. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate 1.6 Upon the exercise of the Put Option upon by the Seller in accordance with the provisions in this Article 1, a Fundamental Transaction (as defined share sale and purchase agreement shall be deemed to have been concluded between the Seller and the Purchaser with the contents set out in this Article and Articles 3 to 11 hereof. 1.7 On the Effective Date, the Shares shall be assigned by the Seller to the Purchaser, subject only to the payment of the Purchase Price in accordance with Article 4 hereof. The Seller shall instruct the bank, in the Loan Agreementaccount of which the Shares are being held by the Seller (hereinafter referred to as the "Depositing Bank"), to transfer the Shares to the bank account of the Purchaser in return for the Purchase Price (Wertpapierubertrag mit Gegenwert gegen Empfang). For the purposes of such transfer, the Purchaser shall open a bank account with a bank, which itself shall have an account with Clearstream Banking AG. Along with the title to the Shares, all ancillary rights, including the right to any profits not yet distributed on the Effective Date, shall be transferred to the Purchaser. In case the Put Option is exercised, the purchase price shall amount to EURO 35.5 Mio. (in words: Euro thirty five million five hundred thousand) (herein referred to as follows: the "Purchase Price"). 1.8 The Company shall send written notice may make payments to former shareholders of its subsidiaries in France, Spain, Switzerland and in the United Kingdom arising out of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior acquisition of such Subsidiaries or for the acquisition of minority interests in such Subsidiaries. If and to the date extent such payments made during the time period of five years after the Date of Signing exceed an amount of EURO 2.3 million in the aggregate, the Seller shall be obliged to pay to the Purchaser an amount equaling 36 % of such excess payments. For a period of five years following the Effective Date and to the extent legally permissible, the Seller shall annually enquire with the Company as to the status and payments made with respect to the above mentioned subsidiaries and minority interests and will submit the received information to the Purchaser without delay. The Seller shall, to the extent legally permissible, use its influence as a shareholder with a view to enabling the Purchaser to review the relevant accounts, books and records of the proposed consummation Company to fully verify whether the information provided is correct, or if no information has been provided, to determine the amounts of the Fundamental Transactionrelevant payments. 1.9 The Seller confirms that to the best of its knowledge the Company at the Date of Signing does not intend to resolve on, together with all relevant information relating theretoor implement, an increase of its stated share capital until February 28, 2002. If, during the time period between January 2, 2002, and the Effective Date, the Company should issue new shares for subscription by its shareholders the seller may (i) either sell the preemptive rights attaching to the shares, in form sufficient which case the net proceeds from such sale shall be payable to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen Purchaser on the Effective Date, or (15ii) days of Lender’s receipt of the Fundamental Transaction Noticeexercise such pre-emptive rights, Lender shall advise the Company whether the Lender has elected to accelerate in which case, upon the exercise of the Put Option, the Purchaser shall be entitled to request the transfer of such new shares together with the Shares on the Effective Date and the Purchase Price therefor shall be increased by the contributions made by the Seller for such new shares. Lender’s failure to timely notify Alternatively, the Purchaser may request from the Seller a compensation for the dilution suffered by such capital increase in the amount of the difference between the issue price of the new shares and their market value on the first day of trading. In case the Company issues new shares with the use of Lender’s intention company funds (Kapitalerhohung aus Gesellschaftsmitteln), the number of shares to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate transferred upon the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added increased by the number of new shares attributable to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lendershares. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) In the event of a General Partner Liquidity Event or an Advisory Agreement Termination Event, or immediately prior to Lender an option a General Partner Liquidity Event, the Limited Partner shall have the right (the “Put OptionRight”) to sell all or any a portion of the Issued Shares its Limited Partnership Interest (the “Put SharesInterest”) to the Company for Partnership at a total purchase price equal to the fair market value as set forth in Section 9.7(c). If the event triggering the Put Right is a General Partner Liquidity Event, the Put Interest will be paid in cash, and the Limited Partner may, in its sole discretion, elect to take the consideration offered in the General Partner Liquidity Event if it is equity in an entity. If the event triggering the Put Right is an Advisory Agreement Termination Event, the Put Interest will be paid in the form of $195,000, pro-rated for any portion thereof an interest bearing promissory note (the “Put PricePromissory Note”) subject to the terms set forth in Section 9.7(d). The Put Option may Right shall be exercised with respect pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written a notice to the Company (the “Put Notice”)) delivered by the Limited Partner to the General Partner. The An assignee of a Limited Partner shall receive the Put Notice shall specify Right set forth in this Section 9.7. In connection with any exercise of such Put Right by an assignee of a Limited Partner, the date on which the closing of the purchase Fair Market Value of the Put Shares Interest shall take place (be paid by the “Put Closing Date”), Partnership directly to such assignee and not to the Limited Partner from which such date assignee acquired its Put Interest. (b) Within 30 days after the delivery of the Put Notice by the Limited Partner to the General Partner under this Section 9.7, the Partnership shall transfer and deliver the fair market value of the Put Interest to such Limited Partner or, as applicable, its assignee, whereupon the Partnership shall acquire the Put Interest of such Limited Partner or, as applicable, its assignee, and such Put Interest shall no longer be considered outstanding. (c) The value of the Put Interest being sold pursuant to this Section 9.7 shall be equal to the amount the Limited Partner would have received if all of the assets of the Partnership were sold at the Transaction Value, (or at their fair market value if there was no earlier than ten General Partner Liquidity Event or Advisory Agreement Termination Event) all liabilities of the Partnership were paid in full and all remaining funds were distributed to the Partners in accordance with this Agreement. The fair market value of a Put Interest shall be determined by agreement between the Partnership and the Limited Partner. If the Partnership and the Limited Partner cannot agree upon the fair market value of the Put Interest being sold pursuant to this Section 9.7 within 30 days, the fair market value thereof shall be determined by an independent appraiser selected by the Limited Partner and approved by the Partnership. The decision of the appraiser selected pursuant to this Section 9.7 will be final and binding and may be enforced by legal proceedings. The Partnership and the Limited Partner shall equally compensate the appraiser appointed pursuant to this Section 9.7. (10d) days but no later than thirty The Promissory Note shall bear interest at a market interest rate as determined by the Conflicts Committee of the General Partner and shall be repaid after the Stockholders have received Distributions in an aggregate amount equal to the sum of (30i) days from the Stockholders’ 6% Return and (ii) Stockholders’ Invested Capital. Provided that if a General Partner Liquidity Event occurs and the Promissory Note has not yet been paid in full, the Promissory Note shall be paid in full on the date of the Put Notice. On or before the Put Closing Date, Lender will deliver immediately prior to the Company General Partner Liquidity Event. Notwithstanding anything herein to the certificate(s) representing contrary, in accordance with Section 736 of the Put Shares (duly endorsed Code, the Promissory Note shall be disregarded for transfer by Lender or accompanied by duly executed stock powers in blank) applicable income tax purposes and the Company Limited Partner shall tender continue to Lender be treated as a partner of the Put Price Partnership in cash by wire transfer respect of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that its Partnership Interest for such purposes until the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees Partnership has satisfied all of its obligations under the Loan Documents, and for so long as Promissory Note. Without limiting the Put Option is outstanding and, if exercisedforegoing, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option Limited Partner shall not be transferred required to accrue interest on the Promissory Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior property paid to the date of the proposed consummation of the Fundamental Transaction, together Limited Partner with all relevant information relating thereto, in form sufficient respect to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option such interest shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added reported to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable Limited Partner on Internal Revenue Service Schedule K-1 to LenderForm 1065 (or such successor schedule or form). 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the Put Option following an Event redemption of Default under part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price unredeemed balance shall be added issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateuntransferred balance.

Put Option. The Company hereby grants to Lender an option (a) At any time during the Put Option Period, Standard Bank and its successors and assigns (“Put OptionOption Holder”) shall have the right, exercisable only once and exercisable only if the Put Option Holder has not converted its Ordinary Shares into Preferred Shares pursuant to sell Clause 5.5, to require MIE to purchase some or all or any portion of the Issued Ordinary Shares (the “Put Shares”) then owned by such Put Option Holder (“Put Right”) by delivering written notice thereof to MIE (with a copy to the Company for a total purchase price Company, FEEL and to the other shareholders of $195,000, pro-rated for any portion thereof the Company) (the “Put PriceExercise Notice”) specifying the number of Put Shares to be purchased. (b) Upon delivery by a Put Option Holder of the Put Exercise Notice, MIE shall elect whether it wishes to purchase the Put Shares (i) in one (1) installment (a “Single Purchase”) or (ii) in five (5) evenly spaced installments (with the installments being as nearly as practicable of equal numbers of Put Shares and the final installment being on a date no later than 18 months after the delivery of the Put Exercise Notice) (an “Installment Purchase”). The Put Option may first installment in an Installment Purchase shall be exercised with respect to any amount that is equal to or less made no later than 90 days after the entire balance date of delivery of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods Exercise Notice. MIE shall notify (the “Put PeriodElection Notice”): (a) the Put Option Holder no later than ten (10) Business Day period commencing on days after the first anniversary hereof, delivery of the Put Exercise Notice: (i) of whether it has elected for a Single Purchase or an Installment Purchase; (bii) of the ten dates of each installment (10each a “Put Purchase Date”) Business Day period commencing and the number of Put Shares to be purchased on the date of each such installment; (iii) of the Put Price payable on each Put Purchase Date, together with details of the method of calculation of the Put Price; (iv) of the time and place for the closing of the sale and purchase of the Put Shares to be sold on each Put Purchase Date. If an Election Notice is not given in accordance with the foregoing provisions, MIE shall be deemed to have elected to purchase all the Put Shares in one installment on such date (which is nine (9) months shall be treated as the Put Purchase Date but which shall be not earlier than 20 Business Days after the date that the registration statement for the registration of delivery of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, Exercise Notice) and at such time and place as the Put Option Holder shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice notify MIE (with a copy to the Company and FEEL). (c) MIE shall have the obligation to purchase Put Shares on a Put Purchase Date in accordance with the above Clause 5A.1(b), but only up to the amount for which MIE has from time to time lawfully available funds to do so and to the extent that it will be in compliance, after giving effect to the payment for such purchase, with all of the terms of all of MIE’s existing financing agreements, including any covenants that would need to be satisfied during the 6-month period following such purchase of Put Shares, but only to the extent MIE has outstanding obligations under such financing agreements on the relevant Put Purchase Date (“Put NoticeCompliance with Financing Agreements”). , provided, that if MIE does not fulfill its obligations to purchase Put Shares on the relevant Put Purchase Date as a result of the application of the restrictions set forth in this paragraph (c), MIE shall remain subject to the obligation to purchase the balance of the Put Shares as soon as it is able so to purchase in a manner that complies with such restrictions. (d) The Put Notice Company and FEEL shall specify the date on which the closing of be jointly and severally liable with MIE for the purchase of the Put Shares in the manner as set forth below; provided however, that Standard Bank shall not take place any action under this paragraph (d) that would be reasonably likely to cause either the “Company or FEEL to become insolvent (whether technically or otherwise) or the subject of any liquidation, bankruptcy or other similar proceedings, or cause a change of control of any of MIE, the Company or FEEL. If and to the extent that MIE is not required to purchase the relevant Put Closing Date”Shares on a Put Purchase Date as a result of the provisions of paragraph (c) above, then: (i) the Company shall purchase, to the extent it is able under the laws of the Cayman Islands, and, in the event and to the extent that the Company can not or does not so purchase, FEEL shall purchase, on such Put Purchase Date at the Put Price the Put Shares which MIE would have been obliged to purchase on that date but for the operation of paragraph (c) above; and (ii) to the extent FEEL fails to comply with its obligations under sub-paragraph (i) above (and without prejudice to any rights that Standard Bank may have against FEEL in respect of such failure), which MIE shall purchase the relevant Put Shares forthwith upon having the lawfully available funds to do so and being in Compliance with Financing Agreements. (e) A Put Share shall only be purchased if and to the extent that the relevant Put Price for such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date Put Share has been paid in full, and until payment of the relevant Put Notice. Price has been made in full, the Put Option Holder shall maintain all its right, title and interest in such Put Share. (f) [Intentionally Blank] (g) On or before the relevant Put Closing Purchase Date, Lender will deliver to the Company Put Option Holder shall surrender the certificate(s) certificate or certificates representing the Put Shares to be purchased on the Put Purchase Date (duly endorsed for transfer by Lender or, if the Put Option Holder alleges that such certificate has been lost, stolen or accompanied by duly executed stock powers in blank) destroyed, a lost certificate affidavit and agreement reasonably acceptable to MIE or the Company shall tender to Lender indemnify MIE or the Company against any claim that may be made against MIE or the Company on account of the alleged loss, theft or destruction of such certificate) to MIE or the Company, in the manner and at the place designated in the Election Notice against payment in full of the relevant Put Price in cash by wire transfer of immediately available funds to an account at the order of the Person whose name appears on such certificate or certificates as the owner thereof (which payment shall be made by MIE, the Company or FEEL (as the case may be)). In the event that less than all of the Shares represented by a bank designated by Lender. The Company and Lender acknowledge and agree that certificate are purchased, a new certificate representing the Company’s obligation to purchase balance of the Issued unsold Shares from Lender pursuant shall promptly be issued to the Put Option is an Obligation secured Holder by the Collateral Company and any related guarantees under a certificate for the Loan Documents, and for so long Put Shares purchased shall be issued by the Company to MIE or FEEL (as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partycase may be). 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise (h) Upon expiration of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement)Period, as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the each Put Option Holder shall be deemed an intention forfeit its right to decline to accelerate the exercise its Put OptionRight. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an Investor shall have a put option (the “Put Option”) commencing on the one-year anniversary of the Closing Date (as defined below). Pursuant to the Put Option, Investor shall have the right to sell to Issuer, and Issuer shall be obligated to purchase from Investor, all or any portion of shares of Ordinary Shares purchased pursuant to this Subscription Agreement, at a purchase price per share equal to 120% of the Issued Per Share Subscription Price (the “Put Purchase Price” and, the cash payable, a “Cash Payment”); provided, however, that the Company shall have the option, at its sole discretion, to issue shares of Ordinary Shares in lieu of making a Cash Payment, of which the cost basis of each share shall equal Thirty Cents ($0.30), provided that the aggregate value of the shares of Ordinary Shares issuable to Investor in lieu of making any Cash Payment shall not exceed Two Hundred Four Thousand Dollars ($204,000). Investor may exercise the Put Option, in whole or in part, by delivering to Issuer a notice in writing in the form attached hereto in Schedule A (the “Put Notice”) at any time on or after the one- year anniversary of the Closing Date and prior to the Put Expiration Date (as defined below). Within five business days of receipt of the Put Notice, Issuer shall purchase the number of shares identified in the Put Notice (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds in an amount equal to an the aggregate Put Purchase Price for the Put Shares to Investor’s account at specified in the Put Notice or issue shares of Ordinary Shares to Investor or its designees in lieu of making a bank designated by LenderCash Payment pursuant to this Section 1(b); provided that payment of the Put Purchase Price or issuance of shares, as applicable, shall be subject to the delivery of the Put Shares to Issuer or Issuer’s registrar for the Shares. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding automatically terminate on the foregoing, Lender shall have date that is the right, but not the obligation, to accelerate the exercise second- year anniversary of the Put Option upon a Fundamental Transaction Closing Date and (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentssuch earlier date, the “Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateExpiration Date”).”

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at At any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months from and after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing this Agreement was executed through December 31, 1998, Consultant shall have a "put option" with respect to all shares of the purchase Company's Class A Common Stock which are directly owned by him on the date this Agreement was executed. In order to exercise such option, which exercise may, in Consultant's sole discretion, apply to any or all of such shares, Consultant shall provide the Secretary of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account with at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send least five days' prior written notice of his intent to exercise such option. Such notice shall include the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date identification of the proposed consummation of shares to which the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the put option exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunderrelates, and shall be immediately due accompanied by the certificates for the shares with respect to which the exercise relates duly endorsed for transfer, free and payable clear of any liens or encumbrances. Consultant represents and warrants that all shares with respect to Lender. 6.3 If which Consultant exercises his put option rights under this Section 15 shall be free and clear of all liens and encumbrances and Consultant shall indemnify and hold the Company harmless from any portion damages incurred by the Company as a result of any breach by Consultant of such representation and warranty. All shares of Class A Common Stock which are the subject of a put exercise notice hereunder shall be purchased by the Company (or an entity or person designated by the Company), for cash, within five business days alter its receipt of Consultant's notice of exercise and the shares with respect to which the exercise relates, at a price per share equal to the closing price of such shares on the last trading day prior to the Company's receipt of such notice on the principal securities exchange on which such shares are traded or, if such shares are not then traded on any exchange, at the average of the Note low bid and high asked price of such securities on such trading day in the over-the-counter market. The put option provided to Consultant by the Company under this Section 15 shall be assignable by Consultant during his lifetime only to a trust with respect to which Consultant is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated settlor or grantor and shall be transferable only by its terms herein, shall terminateoperation of his will.

Put Option. The Company hereby grants to Lender an MSO shall have the option (the “"Put Option”") to sell all or any portion require the New PC, upon termination of the Issued Shares (Management Services Agreement by the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion MSO under Section 10.2 thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance upon expiration of the outstanding Put Shares, at any time during the earlier to occur Term of the following Put Option exercise periods (the “Put Period”): Management Services Agreement, to: (a) Purchase from the ten (10) Business Day period commencing MSO 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 first anniversary hereofbalance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, or including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the ten (10) Business Day period commencing MSO, 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 Dr. Longworth contemplated thereunder, a▇▇ ▇▇▇ ▇▇▇▇▇▇▇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) 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 MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Longworth at least twenty (20) calendar day▇ ▇▇▇▇▇ ▇▇ ▇▇▇ date which is nine (9) months after specified in such notice as the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put NoticeOption. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the Any exercise of the Put Option upon a Fundamental Transaction (as defined in by the Loan Agreement), as follows: The Company MSO shall send written notice be made by an aggregate payment of the proposed Fundamental Transaction amounts computed under Clauses (“Fundamental Transaction Notice”a) no later than thirty and (30b) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen this Section 2 (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentscollectively, the "Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatePrice").

Put Option. The Company hereby 19.1 Titan irrevocably grants to Lender each of RDIF and OEP an option (the “"Put Option”") to sell require that Titan purchase from RDIF and/or OEP all or any portion (but not some only) of the Issued their respective Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effectPrice. The Put Option shall be exercisable at any time from the third anniversary of Completion until the fifth anniversary of Completion (the "Put Option Period"). 19.2 The Put Option shall be exercisable by Lender’s delivery of written notice to the Company from or on behalf of RDIF and/or OEP (the “Shareholder exercising the Put Option being the "Exercising Party") to Titan (the "Put Option Notice”)") within the Put Option Period. RDIF and OEP may exercise the Put Option separately or together within the Put Option Period. 19.3 The Put Notice shall specify the date on which the closing transfer of the purchase of the Put Exercising Party/ies's Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by shall be completed and carried out on the Collateral and any related guarantees under the Loan Documents, and for so long as terms set out in Clause 22 below within sixty (60) days of the Put Option is outstanding andNotice (or, if exercisedlater, the Put Price is not yet tendered, date on which all necessary Regulatory Approvals are obtained). Each Shareholder and the Lender’s right Company shall use all reasonable endeavours to receive the Put Price shall be secured by the Collateral and ensure that any related guarantees under the Loan Documentsnecessary Regulatory Approvals are obtained as soon as practicable. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender the Put Option Notice and Titan's obligation to buy the Exercising Party/ies's Shares shall cease to have effect if (i) any necessary Regulatory Approval is not obtained within one hundred and twenty (120) days of Put Option Notice or (ii) if earlier, than the rightend of the latter period, but any relevant authority conclusively refuses to grant any such Regulatory Approval. The Exercising Parties shall not be required to make any warranty to Titan, other than as to: (i) good title to the obligationShares it transfers; (ii) absence of any Encumbrance with respect to its Shares; and (iii) customary warranties concerning its power and authority to undertake the proposed transfer of the Shares. 19.4 For the purposes of this Clause 19, to accelerate the exercise "Put Option Price" shall be calculated by Titan as follows: Put Option Price = (A / B) x ((LTM EBITDA x 5.5) - Net Debt) where "A" is the number of Shares held by the Exercising Party on the date of the relevant Put Option Notice, "B" is the total number of Shares in issue on the date of the relevant Put Option Notice, and LTM EBITDA and Net Debt shall be measured on (or on a date as near as practicable following) the date of the relevant Put Option Notice. 19.5 Titan shall notify the Exercising Party/ies's in writing of its calculation of the Put Option upon a Fundamental Transaction Price within ten (as defined in the Loan Agreement), as follows: The Company shall send written notice 10) Business Days of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the relevant Put Option shall be deemed Notice (a "Put Option Price Notice". If an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise Exercising Party disagrees with Titan's calculation of the Put Option following an Event Price, then it may notify Titan (copied to the other Exercising Party where there are two) in writing of Default under the Loan Documents such disagreement within ten (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event 10) Business Days after receiving the Put Option Price Notice (an “Objection Notice”). An Objection Notice shall be added set out reasonable details of the disagreement and the Exercising Party's or Exercising Parties' alternative calculations, as well as the Exercising Party's or Exercising Parties' nominations under Clause 19.6 below for the role of the Expert. If the disagreement is not resolved to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion satisfaction of the Note Shareholders within five (5) Business Days after the Objection Notice is converted into Common Stock pursuant to the Loan Documentsserved, the Put Option set forth hereinabovePrice shall be determined by an independent expert (the “Expert”) in accordance with Clauses 19.6 to 19.12 below. 19.6 The Expert shall be one of the Permitted Accountancy Firms (who shall not be the Auditor). The Shareholder serving any Objection Notice shall nominate two such accounting firms to act as the Expert, and Titan shall select one of such nominees, who shall be the Expert, by no later than five (5) Business Days following the receipt of any Objection Notice by the other Shareholder. 19.7 The Shareholders shall procure that the Company and the Subsidiaries provide to the Expert all reasonable assistance and information necessary to review and assess Titan's calculation of the Put Option Price and Titan shall provide the Expert with access to all of its working papers. 19.8 The Expert shall determine the Put Option Price. Within twenty (20) Business Days of his appointment the Expert must give written notice to the Shareholders of the Put Option Price. The Expert shall be obliged to include written reasons for his determination in the notice to the Shareholders. 19.9 The Expert shall be deemed to act as an expert and not as an arbitrator and, save in the case of fraud or manifest error, his determination shall be final and binding on all concerned. 19.10 If, by the time of the appointment of the Expert, the Shareholders have not agreed the procedure to be followed by the Expert in arriving at his decision, the Expert shall be entitled to determine the procedure. The Expert shall be entitled to appoint legal or other advisers if not terminated appropriate. 19.11 The Exercising Party/ies (on the one hand) and Titan (on the other) shall each bear one half of the Expert’s costs, unless the Expert issues a determination which fully endorses and confirms one Shareholder's calculation of the matters which are the subject of the Objection Notice, in which case the Expert's costs shall be borne solely by its terms herein, the other Shareholders. 19.12 If any difficulty arises in determining the Put Option Price then the Expert shall terminateresolve that difficulty in such manner as he shall in his absolute discretion think fit.

Put Option. The Calculation Agent has the right to require the Company hereby grants to Lender an option repurchase all (but not less than all) of the Notes on October 15, 2004 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding October 15, 2004 (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) "Redemption Price"), by delivering written notice thereof to the Company for a total purchase price on behalf of $195,000, pro-rated for any portion thereof all (but not fewer than all) holders of the Notes (the “"Put Price”Notice"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Such Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but given no later than thirty 9:00 a.m. (30New York time) days from on October 8, 2004. The Calculation Agent shall give the date Put Notice if the holders of a majority in principal amount of the Notes request the Calculation Agent to give the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price Notice shall be added binding on all Noteholders; the Calculation Agent shall not give the Put Notice absent such request of the holders of a majority in principal amount of the Notes. In the event the Put Notice is timely given, the Company shall repurchase the Notes at the Redemption Price on October 15, 2004. IF REQUIRED BY THE CALCULATION AGENT, EACH HOLDER SHALL INDICATE ITS ELECTION TO HAVE THE CALCULATION AGENT DELIVER THE PUT NOTICE TO THE COMPANY BY DELIVERING WRITTEN NOTICE OF SUCH ELECTION TO THE CALCULATION AGENT BY NO LATER THAN 12:00 NOON (NEW YORK TIME) ON OCTOBER 6, 2004. RESET OF INTEREST RATE FOR THIRD FIXED RATE PERIOD If the Calculation Agent has not delivered the Put Notice to the Obligations Company in accordance with the terms set forth under "Put Option" above, the Loan Agreement Company and secured the Calculation Agent, on October 8, 2004, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the period from and including October 15, 2004 to the Maturity Date. All references to specific hours are references to prevailing New York time. Each notice, bid or offer (including those given by the Collateral thereunder, Reference Dealers [as defined below]) shall be given telephonically and shall be immediately due and payable confirmed as soon as possible by facsimile to Lender. 6.3 If any portion each of the Note is converted into Common Stock pursuant to Calculation Agent and the Loan Documents, the Put Option Company. The times set forth hereinabovebelow are guidelines for action by the Company and the Calculation Agent, if not terminated by and each shall use its terms hereinbest efforts to adhere to such times. The Company shall use its best efforts to cause the Reference Dealers to take all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, shall terminateAND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS (AS DEFINED BELOW) IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (E) BELOW BY NOTIFYING THE CALCULATION AGENT OF SUCH ELECTION BY NO LATER THAN 9:15 A.M. (NEW YORK TIME) ON OCTOBER 8, 2004. IF THE CALCULATION AGENT HAS NOT RECEIVED WRITTEN ELECTION FOR THE SALE OF AT LEAST $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE NOTES TO THE FINAL DEALER OR FINAL DEALERS, THE CALCULATION AGENT SHALL SELECT PRO RATA FROM ALL HOLDERS NOTES IN A PRINCIPAL AMOUNT THAT, WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF NOTES FOR WHICH THE CALCULATION AGENT HAS RECEIVED A WRITTEN ELECTION TO SELL, WILL TOTAL $25,000,000, AND SHALL IMMEDIATELY NOTIFY SUCH HOLDERS OF SUCH SELECTION. THE HOLDERS OF SUCH RANDOMLY SELECTED NOTES SHALL SELL THEIR NOTES TO, AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (E) BELOW.

Put Option. The Company hereby grants to Lender an (a) IFC shall have the option (the “"Put Option”") to sell all or any portion but not less than all of the Issued IFC Shares at any time during the Put Period and, upon delivery to Pioneer Omega of the Put Notice, except as provided in Sections 2.01 (c) and (d), Pioneer Omega shall be obliged to pay the “Put Shares”Option Price on the Settlement Date at the Settlement Place. (b) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised only with respect to any amount that is equal to or less than the entire balance all of the outstanding Put IFC Shares, at any time during the earlier to occur of the following Put Option exercise periods . (the “Put Period”): (ac) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than Within ten (10) days but no later than thirty (30) days from the date following delivery of the Put Notice, Pioneer Omega may notify IFC that it elects to pay for the IFC Shares in three installments, the first installment on the Settlement Date, the second installment on the first anniversary of the Settlement Date and the third installment on the second anniversary of the Settlement Date. (d) Unless Pioneer Omega so elects to pay for the IFC Shares in installments, Pioneer Omega shall, on the Settlement Date and at the Settlement Place, pay the Option Price. If Pioneer Omega elects to pay for the IFC Shares in installments, it shall on the Settlement Date and at the Settlement Place pay one-third of the Option Price. On the first anniversary of the Settlement Date, or before if such date is not a Business Day on the first Business Day thereafter, it shall pay one-third of the Option Price times one hundred and six per cent (106%), and on the second anniversary of the Settlement Date, or if such date is not a Business Day on the first Business Day thereafter, it shall pay one-third of the Option Price times one hundred and twelve per cent (112%). (e) Pioneer Omega shall pay for the IFC Shares in Dollars in immediately available funds, without any deduction whatsoever for any fees, taxes, duties or other charges howsoever called, all of which shall be borne by Pioneer Omega. (f) Unless Pioneer Omega so elects to pay for the IFC Shares in installments, IFC shall, upon receipt of the Option Price (as notified to IFC by the bank specified in the Put Closing DateNotice), Lender will on the Settlement Date and at the Settlement Place deliver to Pioneer Omega the Company the certificate(s) certificate or certificates representing the Put IFC Shares (duly endorsed paid for transfer by Lender or accompanied by duly executed stock powers in blank) Pioneer Omega free and the Company shall tender to Lender the Put Price in cash by wire transfer clear of immediately available funds to an account at a bank designated by Lender. The Company liens, charges and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transactionencumbrances, together with all relevant information relating theretoinstruments of transfer, if any, required under the laws of the State of Delaware to effect the transfer. If Pioneer Omega elects to pay for the IFC Shares in form sufficient installments, IFC shall, upon receipt of one-third of the Option Price (as notified to enable Lender to make an informed decision as to whether it should accelerate IFC by the bank specified in the Put OptionNotice), on the Settlement Date and at the Settlement Place deliver to Pioneer Omega the certificate or certificates representing one-third of the IFC Shares (rounded up to the nearest whole number) held by IFC on the Settlement Date free and clear of liens, charges and encumbrances, together with all instruments of transfer, if any, required under the laws of the State of Delaware to effect the transfer. Within fifteen (15) days of Lender’s IFC shall, upon receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise second third of the Put Option. Lender’s failure Option Price (as notified to timely notify IFC by the Company of Lender’s intention to accelerate bank specified in the Put Notice), on the first anniversary of the Settlement Date and at the Settlement Place deliver to Pioneer Omega the certificate or certificates representing one-half of the IFC Shares held by IFC on the first anniversary date of the Settlement Date (rounded up to the nearest whole number) free and clear of liens, charges and encumbrances, together with all instruments of transfer, if any, required under the laws of the State of Delaware to effect the transfer. IFC shall, upon receipt of the final third of the Option shall be deemed an intention Price (as notified to decline to accelerate IFC by the bank specified in the Put Option. 6.2 In additionNotice), notwithstanding on the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise second anniversary of the Put Option following an Event Settlement Date and at the Settlement Place deliver to Pioneer Omega the certificate or certificates representing the remaining IFC Shares free and clear of Default liens, charges and encumbrances, together with all instruments or transfer, if any, required under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion laws of the Note is converted into Common Stock pursuant State of Delaware to effect the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatetransfer.

Put Option. The Company hereby grants to Lender an option (During the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the applicable Put Period, each Certificateholder eligible to do so, or in the event that such Certificates are still held in book-entry form, each Certificate Owner eligible to do so, may exercise the applicable Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (Master Servicer or, to the “extent that the Certificates are still held in book-entry form, DTC. Notice by a Certificateholder or Certificate Owner, as applicable, of the exercise of a Put Notice”Option will be irrevocable. At the end of each applicable Put Period, based on information obtained by the Master Servicer from DTC with respect to Book-Entry Certificates, if applicable, the Master Servicer shall notify the Standby Purchaser, and the Trustee in writing of the number of Certificateholders, or Certificate Owners, as applicable, who have exercised the Put Option and the percentage of the Class Certificate Balance of Certificates held by such Certificateholders or Certificate Owners, as applicable. Not later than the fourth Business Day prior to each Put Date, the Standby Purchaser shall pay to the Trustee, and the Trustee shall deposit, into the Distribution Account, the Put Purchase Price for each Certificate or Putable Balance for which the Certificateholder has exercised the related Put Option. On each Put Date, with respect to each Certificate or Putable Balance for which the related Put Option was exercised, the Trustee shall withdraw from the Distribution Account the applicable Put Purchase Price and distribute it to the related Certificateholder by wire transfer in immediately available funds for the account of such Certificateholder, or by any other means of payment as specified by such Certificateholder and at the address of such Holder appearing in the Certificate Register, provided that such payment shall only be made after presentation and surrender of the Certificate if the Certificates are no longer held in book-entry form. With respect to any Subordinated Certificate that is not a Book-Entry Certificate for which the Holder has exercised the applicable Put Option, such Holder shall submit the applicable Subordinated Certificate(s) to the Trustee at the Corporate Trust Office for transfer and re-registration to such Holder and the Standby Purchaser. In connection with such submission, neither such Holder nor the Standby Purchaser shall be required to submit any of the transfer documentation otherwise required by Section 5.02(b). The Put Notice Trustee shall specify promptly execute and deliver new Certificates, registered in the date on which the closing name of the purchase Standby Purchaser with respect to the applicable Putable Balance and to the Holder with respect to the balance of the Put Shares shall take place (applicable Subordinated Certificate, as provided in Section 5.02(a). In the “Put Closing Date”)event that the Certificates are no longer held in book-entry form, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of and all Certificateholders who exercised the Put Notice. On Option, shall not surrender their Certificates for cancellation (or before re-registration in the case of Subordinated Certificates) within six months after the applicable Put Closing Date, Lender will deliver the Master Servicer shall give second written notice to the Company remaining Certificateholders to surrender their Certificates for cancellation (or re-registration in the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankcase of Subordinated Certificates) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Purchase Price shall be secured by with respect thereto. If within one year after the Collateral and any related guarantees under second notice all the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.related

Put Option. The Company hereby grants Holder shall have the right and option, but not the obligation, to Lender an option (the “Put Option”) cause GAMCO to sell purchase all or any portion of the Issued Shares Unpaid Principal Amount of this Note (the “"Put Shares”Option") to on December 17, 2007 (the Company "Exercise Date") for a total purchase price in cash equal to 100% of $195,000, pro-rated for any portion thereof the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Exercise Date (the “"Put Price”Consideration"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and Consideration shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice payable to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash Holder by wire transfer of immediately available funds on the Exercise Date against the delivery to an account at GAMCO of this Note duly endorsed to it or in blank; provided, however, that if only a bank designated by Lender. The Company portion of the principal amount of this Note is being purchased, then concurrently with such delivery GAMCO shall duly execute and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant deliver to the Put Option is an Obligation secured by Holder a new Note of the Collateral and any related guarantees under same tenor as this Note but with a principal amount equal to the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is principal amount of this Note not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documentsbeing purchased. Lender’s right In order to exercise the Put Option, the Holder must deliver a written notice of its election to exercise to GAMCO at least 30 days prior to the Exercise Date. The closing of any exercise of the Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the Exercise Date, or at such other time and place upon which the Holder and GAMCO shall not be transferred agree. Change of Control Put Option ---------------------------- If a Change of Control or assigned to a Key Executive Change occurs at any third party. 6.1 Notwithstanding time, the foregoing, Lender Holder shall have the rightright and option, but not the obligation, to accelerate cause GAMCO to purchase on the exercise Change of the Put Option upon a Fundamental Transaction Control Exercise Date (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”below) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If or any portion of the Unpaid Principal Amount of this Note (the "Change of Control Put Option") for a purchase price in cash equal to 101% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Change of Control Exercise Date (the "Change of Control Put Consideration"). The Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Change of Control Exercise Date against the delivery to GAMCO of this Note duly endorsed to it or in blank; provided, however, that if only a portion of the principal amount of this Note is converted into Common Stock pursuant being purchased, then concurrently with such delivery GAMCO shall duly execute and deliver to the Loan DocumentsHolder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. GAMCO shall give the Holder prompt written notice if a Change of Control or a Key Executive Change occurs (a "Notice"). In order to exercise the Change of Control Put Option with respect to any Change of Control or Key Executive Change, the Holder must deliver a written notice of its election to exercise to GAMCO within 30 days after it has received the Notice relating thereto and the closing of any exercise of the Change of Control Put Option set forth hereinabovewill be held at 10:00 A.M. at the principal executive offices of the Holder on the 30th day after GAMCO receives such written notice, if not terminated by its terms herein, or at such other time and place upon which the Holder and GAMCO shall terminateagree (the "Change of Control Exercise Date").

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, MCS shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units, pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify MCS of the occurrence of such event and MCS may elect to exercise the Qualified Disposition Put NoticeOption by giving written notice to Holdings of such election, setting forth the number of Common Units and/or Preferred Units to be repurchased by Holdings, within 15 days after the date of delivery of Holdings' notice to MCS. On or before In the event of the exercise of a Qualified Disposition Put Closing DateOption, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) CSC and the Company shall tender will, subject to Lender the terms of any of their then outstanding indebtedness, be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Executive Units subject to the Qualified Disposition Put Price Option, in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderorder that Holdings can satisfy its obligations under such Qualified Disposition Put Option. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, MCS shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.6 hereof, Holdings shall deliver to MCS the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder (i) by the Coinmach Board (in the case of employment with the Company) or by the CSC Board (in the case of employment with CSC), in each case without Cause, or (ii) by Executive for Good Reason, MCS shall have the right to require that Holdings repurchase all Units of each class of Executive Units held by MCS pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"), and in the event the Termination Put Option is exercised, CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Fundamental Transaction, together with all relevant information relating theretoExecutive Units subject to the Termination Put Option, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the order that Holdings can satisfy its obligations under such Termination Put Option. Within fifteen (15) days of Lender’s receipt of ; provided, however, that Holdings shall only be obligated to repurchase MCS's Executive Units pursuant to the Fundamental Transaction NoticeTermination Put Option at such time as the CSC Board, Lender shall advise in its good faith judgment, determines that the Company whether and/or CSC (as the Lender case may be) has elected sufficient assets to accelerate repurchase MCS's Executive Units without a material negative impact on CSC's and/or the exercise Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures of such parties). The purchase price for each Executive Unit pursuant to the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, MCS may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Executive Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of MCS's written notice of election to exercise the Termination Put Option. At such closing, MCS shall deliver to Holdings the certificates representing the Executive Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.6 hereof, Holdings shall terminatedeliver to MCS the purchase price for such Units by cashier's or certified check or wire transfer.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion On each of the Issued Shares 270th day and 540th day following the Original Issue Date (each such date, a "Put Date" and the “60th day following a Put Shares”) to the Company for Date, a total purchase price of $195,000, pro-rated for any portion thereof (the “"Put Price”Payment Date"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Holder shall have the right, but not at its sole discretion (the obligation"Put Right"), to accelerate require the exercise Company to prepay all or a portion of the then outstanding principal amount and interest under the Debenture by delivering to the Company a written notice (a "Put Notice"), specifying therein the outstanding principal amount and interest subject to the Put Right. Subject to the right to deliver shares of Common Stock as described in the immediately following sentence, not later than the Put Payment Date, the Company will pay and deliver to the Holder exercising its Put Right, free of any claim of subordination, an amount of cash (in immediately available funds) equal to the sum of: (i) the principal amount of the Debenture to be prepaid, plus all accrued and unpaid interest thereon (each as indicated in the Put Notice), and (ii) all other amounts, costs, expenses and liquidated damages then owing in respect of such principal amount (the "Put Price"). The Company may deliver a written notice to the Holder no later than 20 Trading Days prior to the applicable Put Date (a "Company Notice"), indicating therein its intention not to pay in excess of a maximum dollar amount in cash as part of any subsequent Put Price (the "Maximum Cash Amount"), in which case, in response to a Put Notice, the Company shall: (i) pay to the Holder the Maximum Cash Amount no later than the Put Payment Date and (ii) deliver to the Holder not later than the third Trading Day following the applicable Put Date a number of shares of Common Stock equal to the quotient obtained by dividing (A) the difference between the Put Price and the Maximum Cash Amount by (B) the average of the Per Share Market Values for the five Trading Days preceding the Put Date. The Company's obligations to deliver shares of Common Stock pursuant to this Section 5 shall be subject to the provisions of Section 4(b)(ii) and (iii) hereof. If the Company shall fail to timely deliver a Company Notice to the Holder, the Company will be required to pay the entire Put Price in cash. If any portion of the cash portion of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company Price shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days not be paid on or prior to the date of the proposed consummation of the Fundamental TransactionPut Payment Date, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionthen, notwithstanding anything herein to the foregoingcontrary, Lender the Holder shall have the right, but not no later than 20 Trading Days following the obligationPut Payment Date, to accelerate the exercise of either (i) rescind the Put Option following an Event of Default under the Loan Documents Notice or (which acceleration right shall not be waived if not exercised following ii) convert all or a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant principal amount and interest under the Debenture previously subject to the Loan Documents, Put Right at a conversion price equal to the lower of (A) the Conversion Price and (B) the average of the Per Share Market Values during the ten Trading Days immediately preceding either the Put Option set forth hereinabovePayment Date or the date the Holder rescinds the Put Notice, if not terminated by its terms herein, shall terminatewhichever is lower.

Put Option. (a) The occurrence of any of the following shall constitute a "Put Event" hereunder: (i) the consummation of Phase II by the Company, or (ii) the repayment, on a cumulative basis, of 50% or more of the original principal amount of the Loan. (b) The Company hereby grants shall give to the Lender an option written notice (a "Put Event Notice") not less than 60 days prior to any Put Event. At any time within ten days after the delivery of a Put Event Notice or, if earlier, the occurrence of a Put Event, the Lender shall have the right (the “Put Option”"Put") to require the Company to purchase all, but not less than all, of the Shares, the Warrant and the Issued Warrant Shares then held by the Lender by delivering to the Company a written exercise notice (the "Put Notice"). (The date of delivery of the Put Notice is herein referred to as the "Put Notice Date.") (c) On the Put Payment Date, the Company shall purchase and the Lender shall sell the Shares, the Warrant and the Issued Warrant Shares at the Put Price. (d) On the Put Payment Date, at a mutually agreeable time and place, the Lender shall deliver to the Company certificates representing the Shares, the Warrant and the Issued Warrant Shares and the Company shall pay to the Lender, by wire transfer in immediately available funds, the Put Price, as reduced by the Aggregate Exercise Price attributable to the Warrant. At its option, the Company may pay all or any a portion of the Issued Shares (the “Put Shares”) Price by issuing to the Company for Lender, at Closing, a total purchase price Put Deferral Note, in principal amount equal to the deferred portion of $195,000, pro-rated for any portion thereof (the “Put Price”, in the form attached hereto as Exhibit 10.12. (e) If the Company shall default in the performance of its obligations under section 10.12(d) when due on the Put Payment Date, the Lender shall retain all rights and remedies arising out of such default and, in addition, the portion which is not so paid shall bear interest, payable on demand, from the Put Payment Date until paid at the Default Rate specified in section 2.2(b). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance . (f) Upon receipt of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodPrice determination, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable Lender may, by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of prior to the Put Shares shall take place (the “Put Closing Payment Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of rescind the Put Notice. On or before If the Lender rescinds a Put Notice in connection with a Put Event described in section 10.12(a)(ii), the Lender shall be liable for the costs of the appraisal of Total Equity Value. (g) If the Company has issued a Put Deferral Note, and if while the Put Closing Deferral Note is outstanding (i) a sale of 50% or more of the capital stock of the Company or a sale of 80% or more of the assets of the Company or a merger or consolidation of the Company with another entity shall occur (or the Company or its stockholders have entered into an agreement or letter of intent regarding any such transaction, or the Company or its officers or directors have engaged in discussions with a third party regarding such a transaction, and such transaction is consummated after the Company has prepaid the Put Deferral Note) and (ii) the valuation of the entire Company for such transaction ("Company Valuation") exceeds the Total Equity Value as of the Put Notice Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and then the Company shall tender pay to the Lender at the Put Price in cash closing of such transaction an amount equal to the excess of (x) the per share Company Valuation multiplied by wire transfer the number of immediately available funds to an account at a bank designated by Lender. The Company Shares, Issued Warrants Shares and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Issuable Warrant Shares from Lender repurchased pursuant to the Put, over (y) the Put Option is an Obligation secured by Price. For the Collateral and purposes of this section 10.12(g), the per share Company Valuation shall be based upon the purchase price or liquidation proceeds per share (equitably adjusted for any related guarantees under stock splits, stock dividends or reverse stock splits occurring after the Put Payment Date) of Common Stock in such transaction. (h) If the Company issues a Put Deferral Note: (i) the Affirmative Covenants in sections 5.1 through 5.12 of the Loan DocumentsAgreement, and for so long as the negative comments contained in sections 6.2 and 6.17 of the Loan Agreement, shall remain in effect until the Put Option is outstanding and, if exercised, Deferral Note has been paid in full; and (ii) the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral negative covenants contained in section 6.1 and any related guarantees under sections 6.3 through 6.16 of the Loan Documents. Lender’s right Agreement shall remain in effect until (y) the Company has paid to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise at least 50% of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating theretoPrice, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate cash, on a cumulative basis, and (z) the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise principal balance of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionDeferral Note is less than $5 million. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be i) A new section 10.13 is added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by read in its terms herein, shall terminate.entirety as follows:

Put Option. The Company hereby grants to Lender In the event that the Employee is terminated without cause, resigns as an employee of the Employer, is terminated by the Employer as a result of mental or physical incapacity, illness or disability as provided in Paragraph 12(a) or dies, then the Employer shall grant the Employee or his estate, as the case may be, an option (the “"Put Option”") to sell all or any portion of the Issued Shares (shares of stock, shares of vested restricted stock and vested stock options owned by the “Put Shares”) Employee to the Company for a total purchase price Employer in accordance with the provisions of $195,000, pro-rated for any portion thereof (the “Put Price”)this Paragraph. The Put Option may be exercised with respect to any amount that is equal to Employee or less than the entire balance of the outstanding Put Shareshis estate, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding andcase may be, if exercised, shall have the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall by giving written notice to the Employer within 180 days after the Employee ceases being employed by the Employer specifying the number of shares of stock, vested restricted stock and vested stock options being tendered. The Employer shall, within 20 business days after receiving the notice of exercise, purchase each tendered share of stock at a price per share (the "Per Share Purchase Price") equal to (i) if the Employer's stock is listed and traded on a securities exchange, the price per share equal to the average closing price over the 15 trading days preceding the date the stock is tendered pursuant to this provision, (ii) if the Employer's stock is not listed and traded on a securities exchange, the price per share equal to the price per share of a third-party, arms' length sale of stock of the Employer, in similar quantities, during the six-month period immediately preceding the tender, or (iii) if the price cannot be transferred determined pursuant to (i) or assigned (ii) above, the fair market value as determined by an appraiser mutually acceptable to any third party. 6.1 Notwithstanding the foregoing, Lender shall have parties. If the right, but not the obligation, parties are unable to accelerate the exercise of the Put Option agree upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written mutually acceptable appraiser within ten days after notice is given of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior tender, the matter shall be submitted to binding arbitration by the American Arbitration Association who shall appoint one arbitrator pursuant to the date Rules of Commercial Arbitration within seven days after submission and said arbitrator shall determine the fair market value of the proposed consummation tendered shares by utilizing a nationally recognized, reputable investment banking firm. The determination of fair market value must be completed within 30 days after the appointment of an arbitrator and the arbitrator's findings shall be final. The proceedings shall take place in Miami, Florida in the English language and each party shall pay one-half the cost of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate proceedings and the Put Optionappraisal. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoingEmployer shall, Lender shall have within 20 business days after receiving the rightnotice of exercise, but not purchase each tendered, vested stock option at a price equal to the obligation, to accelerate Per Share Purchase Price less the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lenderprice for such tendered stock option. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) On December 31, 1999 (the ten "Put Date"), the Company shall have the right (10the "Put Right") Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date to require that the registration statement for the registration Purchaser repurchase all (but not less than all) of the Issued Shares is declared effective Transferred UPC Securities then owned by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “"Put Notice”Option") at a purchase price equal to the product of thirty percent (30%) multiplied by the aggregate Exchange Amount of all Transferred UPC Securities being repurchased on the Put Date (the "Put Price"). The Put Notice Company shall specify the date on which the closing of the purchase of be entitled to exercise the Put Shares shall take place Right by delivering to the Purchaser a written notice specifying (i) the “aggregate Transferred UPC Securities then owned by the Company and to be purchased under the Put Closing Date”)Option, which such date shall be no (ii) the aggregate Put Price, and (iii) the date, not earlier than ten (10) days but no not later than thirty (30) days from after the Put Date, on which the Put Option shall be exercised (the "Put Exercise Date"). Notwithstanding the Put Price as stated above, if during the period commencing on the first anniversary of the Closing Date and ending on the date immediately preceding the Put Date (the "Testing Period"), the average Closing Bid Price of the Put Notice. On Common Stock for each Trading Day during the Testing Period equals or before exceeds $7.50 (as adjusted for any events specified in Paragraph VI C. of the Series B Certificate of Designation), then the Put Closing DatePrice shall be equal to one hundred percent (100%) of the Exchange Amount of the Transferred UPC Securities then owned by the Company and to be purchased by the Purchaser under the Put Option. Notwithstanding anything to the contrary herein, Lender will the Purchaser shall not be required to repurchase any Transferred UPC Securities if (x) there shall exist any Lien thereon, (y) the terms, rights, preferences and obligations of such Transferred UPC Securities have been amended, altered or modified in any manner after the date hereof, without the prior written consent of the Purchaser, which consent may be withheld in the sole discretion of the Purchaser or (z) any Event of Default shall then exist under the Option Agreement. (b) Assuming the Company has properly exercised the Put Right and the Purchaser is required to repurchase the Transferred UPC Securities then owned by the Company pursuant to subsection (a) above, on the Put Exercise Date (i) the Company shall deliver to the Purchaser the Transferred UPC Securities, properly endorsed, subject to the Put Option, and (ii) the Purchaser shall deliver to the Company the certificate(sapplicable Put Price, at the sole and exclusive option of the Purchaser, either (x) representing in immediately available funds, (y) in exchange for the Put Shares assignment to the Company of the Convertible Instruments issued under either the Option Agreement and/or the Securities Purchase Agreement dated the date of the Option Agreement and attached thereto (duly endorsed for transfer or a combination of such Convertible Instruments, as such terms are defined therein, as selected by Lender the Purchaser) (collectively, the "Touch Tone Securities") or accompanied by duly executed stock powers (z) in blankany combination of the items specified in (x) and (y) above; provided, that the Company Purchaser shall tender not be authorized to Lender pay all or any portion of the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured Touch Tone Securities if there shall exist any Lien thereon created by the Collateral and any related guarantees under Purchaser after the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyClosing Date. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) For a 90-day period following the 13th month anniversary of the Original Issue Date, the Holder shall have the right (the “Put Option”"PUT RIGHT") to sell request that the Company redeem all or any a portion of the Issued Shares (outstanding shares of Preferred Stock at a price equal to the “Put Shares”) Redemption Price, by delivering to the Company for a total purchase price written notice (a "PUT NOTICE") specifying the number of $195,000shares of Preferred Stock subject to the Put Right, proPROVIDED, that such 90-rated for any portion thereof (the “Put Price”). The Put Option may day period shall be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective extended by the SEC . If not exercised number of days during the Put Period, the Put Option shall terminate and which any Blocking Notice shall be of no further force or in effect. The Put Option shall be exercisable by Lender’s delivery of written notice On or prior to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from fifth Trading Day following the date of the Put Notice. On or before delivery of the Put Closing DateNotice (such fifth Trading Day, Lender will the "PUT EXERCISE DATE"): (i) the Holder shall deliver to the Company the certificate(s) representing shares of Preferred Stock subject to the Put Shares Option, properly endorsed, and (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankii) and upon receipt of the shares of Preferred Stock subject to the Put Option, the Company shall tender deliver to Lender the Put Price Holder, in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderfunds, the Redemption Price. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Redemption Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined paid in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, cash and shall be immediately due and payable to Lender. 6.3 free of any claim of subordination. If any portion of the Note Redemption Price shall not be paid on or prior to the Put Exercise Date, then the Redemption Price shall be increased by 18% per annum (or such lesser maximum amount that is converted into Common permitted to be paid by applicable law) to accrue daily from the date such payment is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty), payable in cash, and the Holder shall have the right to convert the shares of Preferred Stock subject to the Put Right pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateSection 5(c)(i) hereof.

Put Option. The Company 2.1 In consideration of the payment of $1 by the Sellers to the Buyer (receipt of which is hereby acknowledged by the Buyer), the Buyer grants to Lender the Sellers an option to require the Buyer to execute the SPA and acquire the Shares in accordance with the terms of this Agreement and subject to the terms and conditions set forth in the SPA (the “Put Option”) ). 2.2 By countersigning this Agreement, the Sellers accept the Put Option solely as an option without any undertaking to exercise it and without any obligation or commitment whatsoever to sell all or any portion part of the Issued Shares to the Buyer. 2.3 The Put Option shall remain valid until 11.59pm (UK time) on the date that is the earlier of (i) two weeks following the Consultation End Date and (ii) 4 months after the date of this Agreement (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put PriceOption Period”). . 2.4 The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during until the earlier to occur end of the following Put Option exercise periods Period, at the sole discretion of the Sellers, by written notice in the form attached hereto as Schedule 1 sent by the Sellers, to the Buyer in accordance with the provisions of Clause 29 of the SPA (the “Put Exercise Notice”). 2.5 The Exercise Notice shall specify a date for signature of the SPA by the Sellers and the Buyer (the “SPA Signing Date”) that is a Business Day no earlier than two (2) Business Days after the date of the Exercise Notice and no later than five (5) Business Days after the date of the Exercise Notice (unless another date is mutually agreed by the Sellers’ Representative and the Buyer). 2.6 If an Exercise Notice has been sent by the end of the Option Period”): , the Buyer and the Sellers and the Sellers’ Guarantor hereby irrevocably and unconditionally undertake to sign and enter into the SPA on the SPA Signing Date and the sale of the Shares in accordance with the terms and conditions set forth in the SPA shall be definitive and shall, subject to Clause 7.3 below, take effect from the SPA Signing Date. 2.7 The Sellers and the Sellers’ Guarantor undertake that they will not and will procure that each other member of the Sellers’ Group will not: (a) enter into any agreement with any third party in respect of acquiring the ten Shares (10or any of them) or the whole or any part of the Business Day period commencing on (including the first anniversary hereof, or shares in the capital of any Subsidiary); and (b) enter into or carry on discussions with, or provide any information to, any third party in connection with a possible transaction in relation to the ten Shares or the whole or any part of the Business (10) Business Day period commencing on including the shares in the capital of any Subsidiary), without the prior written consent of the Buyer until the date which that is nine the earlier of (9i) execution of the SPA and (ii) 12 months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partythis Agreement. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) Upon and following the date that is four years and six months from the date of the Credit Agreement, each Warrant holder, whether holding Warrants and/or holding shares of any Common Stock of the Company hereby grants received as a result of the exercise of any Warrant (such shares of Common Stock being referred to Lender an as the “Exercised Stock”) shall have the option to require the Company to purchase all (but not less than all) of the Warrants and Exercised Stock held by such Warrant holder for a purchase price (the “Put Price”) equal to $0.001 per share of Exercised Stock or $0.001 multiplied by the number of shares of Common Stock subject to the Warrants being sold (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable exercised from time to time by Lender’s delivery of written notice of such exercise to the Company (the “Put NoticeDate”). The Put Notice shall specify the date on which the closing of the purchase Closing of the Put Shares shall take place Option (b) If, on the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date funds of the Put Notice. On Company legally available for the redemption or before repurchase of the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds Warrants and/or Exercised Stock subject to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in collectively, the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction NoticePut Securities”) no later than thirty (30) days prior are insufficient to the date of the proposed consummation of the Fundamental Transaction, together with redeem or repurchase in full all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify Securities (including as a result of any contractual restriction binding upon the Company or any of Lender’s intention to accelerate the Put Option its Subsidiaries) (a “Legal Restriction”), such funds which are legally available therefor shall be deemed an intention applied to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise repurchase of the Put Option following Securities. Anything contained herein to the contrary notwithstanding, if the Company is unable to pay the redemption or repurchase price in full in cash on the Put Date due to a Legal Restriction, the Company may issue an Event unsecured promissory note of Default under the Loan Documents Company (a “Company Note”), in the aggregate principal amount equal to the unpaid portion of the redemption or repurchase price, which Company Note shall be in form and substance reasonably acceptable to the holder of any Put Securities and the Company (and, in any event, such Company Note shall (1) provide for the accrual of interest at the then prevailing market rate for indebtedness of the type evidenced thereby in light of the prevailing circumstances, (2) have a term of three (3) years, (3) provide for an amortization schedule no less favorable to the Company than quarterly equal installments, (4) not contain any operational or financial covenants, (5) not contain any mandatory prepayment triggers (other than a sale of the Company), (6) contain customary default triggers due to non-payment of the obligations evidenced thereby, commencement of insolvency proceedings, and the acceleration right or enforcement of any of the Company’s (or its Subsidiaries’) other material indebtedness for borrowed money, and (7) not contain any prepayment premiums or penalties). (c) At the time the Put Securities have been redeemed or repurchased by the Company in accordance with this Section 6 (whether with cash, a Company Note or any combination), the Put Securities shall be automatically deemed retired on the Put Date. For the avoidance of doubt, the redemption and repurchase rights granted pursuant to this Section 6 shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added subject to the Obligations under the Loan Agreement and secured by the Collateral thereundertag along rights as provided in this Agreement, and the holder of any Warrants or Exercised Stock shall not be immediately due and payable deemed to Lender. 6.3 If any portion be a transferor for purposes thereof. [Remainder of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.Page Intentionally Left Blank]

Put Option. The Company AMLH hereby grants to Lender an Seller a put option (the “"Put ----------- --- Option”") pursuant to sell which Seller will have the right to require AMLH to ------ repurchase any or all or any portion of the Issued 197,000 AMLH Shares (the “Put Shares”) issued to Seller under Section 1.2(c), subject to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): terms and conditions: (a) The exercise price of the ten Put Option will be $5.00 per share (10) Business Day period commencing on the first anniversary hereof"Option Exercise Price"), or provided that the Option Exercise Price will be adjusted to reflect stock dividends, stock splits and similar corporate actions. (b) Subject to the ten provisions of Section 2.1(g) below, Seller may only exercise the Put Option during the sixty (1060) Business Day day period commencing on the date which is nine twelve (912) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, this Agreement. (c) Seller may exercise the Put Option shall terminate and shall by delivering written notice of exercise to AMLH, which notice must set forth the number of shares to be sold to AMLH. (d) The parties will schedule a closing within ten (10) business days of no further force or effectAMLH's receipt of the notice of exercise. The Put Option shall be exercisable by Lender’s delivery closing will take place at the offices of written notice to the Company AMLH. (the “Put Notice”). The Put Notice shall specify the date on which e) At the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”)Option, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender AMLH will deliver to Seller the Company Option Exercise Price for the certificate(s) Put Option, and Seller will deliver to AMLH the original stock certificates representing the Put Shares (AMLH Shares, duly endorsed for transfer by Lender in blank, or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyproper form. 6.1 Notwithstanding (f) At the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise closing of the Put Option, Seller will represent and warrant to AMLH that it has the authority to deliver the AMLH Shares to AMLH and that the shares are being transferred to AMLH, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, community property rights, equities, liabilities, debts, restrictions on transfer or other defects in title of any kind or nature. (g) The Put Option upon a Fundamental Transaction will expire and be of no further force and effect after the occurrence of both of the following events: (i) Seller is able to sell the AMLH Shares into the existing public market pursuant to either: (A) an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering such shares, or (B) Rule 144 under the Securities Act; and (ii) After the fulfillment of the condition set forth in Section 2.1(g)(i) above, the average closing price of the common stock of AMLH (as defined in reported by the Loan Agreement), as follows: The Company shall send written notice OTC Bulletin Board or the principal exchange on which the common stock may then be trading) for a period of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) consecutive trading days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionequals or exceeds $5.00 per share. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants In the event that the IR Cash Closing is not completed on or prior to Lender an option the IR Long Stop Date(the “NR Option Trigger”), each of the ▇▇ ▇▇▇▇▇▇▇ shall have the individual right (but not the obligation) with respect to itself to require the Acquirer, to purchase all the Respective NR Subscription Shares held by such NR Seller (the “Put Option”) to sell all or any portion of the Issued Shares (the “Respective NR Put Shares”) to in a single tranche, where the Company consideration for a total such purchase price of $195,000shall be the Respective NR Swap Shares which are held by the Acquirer after the NR Closing Date, pro-rated for any portion thereof in accordance with this Clause 9.1 (the “NR Put PriceOption”). 9.1.1. The NR Put Option may be exercised with respect by an NR Seller by providing a Notice (“NR Put Option Notice”) to the Acquirer at any amount that is equal to or less than time after the entire balance occurrence of the outstanding NR Option Trigger. 9.1.2. The Acquirer agrees that the issuance of an NR Put Option Notice pursuant to Clause 9.1.1 shall constitute a valid and binding agreement between the Acquirer and the NR Seller and upon such issuance, the Acquirer shall be obligated to transfer to the relevant NR Seller, the Respective NR Swap Shares held by the Acquirer, in consideration for the Respective NR Put Shares, at any time during no later than 10 (ten) Business Days from the earlier to occur date of issuance of the following NR Put Option exercise periods (Notice, in accordance with the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration terms of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the NR Put Option shall terminate and shall be of no further force or effectNotice. 9.1.3. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of transactions contemplated under Clause 9.1.3 are consummated, shall be referred to as the purchase of “NR Put Transfers Date”. On the NR Put Transfers Date, the following actions will be undertaken by the relevant Party to consummate the NR Put Option, with respect to the relevant Respective NR Put Shares and the Respective NR Swap Shares: (a) The Acquirer shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company relevant NR Seller: (i) the certificate(soriginal share certificates in respect of the Respective NR Swap Shares, and (ii) duly executed and stamped statutory share transfer forms for transfer of such Respective NR Swap Shares to the relevant NR Seller. The relevant NR Seller shall duly execute such share transfer forms; (b) The Target shall convene and hold a meeting of the Board at which resolutions shall be passed approving and authorizing: (i) the transfer of the Respective NR Swap Shares from the Acquirer to the relevant NR Seller; (ii) updating of its register of members to record the transfer of the Respective NR Swap Shares, and to record the name of the relevant NR Seller as the owner of the Respective NR Swap Shares; (iii) providing certified true copies of items listed in (i) and (ii) above to the relevant NR Seller and the Acquirer; (c) The relevant NR Seller shall deliver to the Acquirer, unit certificates representing the Respective NR Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyShares. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option Upon the occurrence of a Put Option Event, the Required Purchasers shall have the right, but not the obligation (the “Put Option”) ), to sell all or any portion require the Company to repurchase from the Purchasers all, but not less than all, of the Issued Shares (Revenue Interests at the “Put Shares”) to Put/Call Price. In addition, upon the Company for occurrence of a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than Event, the entire balance Purchaser Agent may, and at the direction of the outstanding Required Purchasers, shall terminate the Purchaser Commitments. In the event that the Required Purchasers elect to exercise the Put SharesOption, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofRequired Purchasers shall, or (b) shall direct the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodPurchaser Agent to, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of deliver written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which specifying the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), date which such date shall be no earlier than ten (10) days but no later than thirty from such notice date (30) days from the date of “Put Option Closing Date”). On the Put Notice. On or before the Put Option Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender repurchase from the Put Purchasers the Revenue Interests at the Put/Call Price in cash cash, the payment of which shall be made by wire transfer of immediately available funds to an the account at a bank designated by Lenderthe Purchasers. The Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event, each Purchaser shall be deemed to have automatically and simultaneously elected to terminate the Purchaser Commitment and have the Company repurchase from such Purchaser the Revenue Interests for the Put/Call Price in cash and Lender acknowledge the Purchaser Commitments shall immediately terminate and agree that the CompanyPut/Call Price shall be immediately due and payable without any further action or notice by any party. For the avoidance of doubt, any Purchaser’s obligation election not to purchase the Issued Shares from Lender pursuant to exercise the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as with respect to a given Put Option Event will not preclude such Purchaser from exercising the Put Option with respect to a continuing or subsequent Put Option Event; provided that (i) if such Put Option Event is outstanding and, if exercisedtriggered by a Change of Control, the Put Price is not yet tendered, failure of the Lender’s right Purchaser Agent or the Required Purchasers to receive deliver the written notice to elect to exercise the Put Price Option within twenty (20) days of the receipt of written notice of such Change of Control from the Company shall be secured by deemed a waiver of the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option with respect to such Change of Control, and (ii) if such Put Option Event is triggered within the first year after the Effective Date in connection with the failure to obtain Regulatory Approval for the Initial Products within such first year, the failure of the Purchaser Agent or the Required Purchasers to deliver the written notice to elect to exercise the Put Option on or prior to the later of (A) first anniversary of the Effective Date and (B) twenty (20) days after the later of such failure to obtain Regulatory Approval and the date the Company has provided the Purchaser Agent notice thereof shall be deemed a waiver of the right to exercise the Put Option with respect to such Put Option Event (but for the avoidance of doubt, shall not be transferred deemed any waiver of any rights in respect of any failure to obtain Regulatory Approval after the first year after the Effective Date or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the other Put Option upon a Fundamental Transaction (as defined in the Loan AgreementEvent), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) Commencing one year after the date hereof (the “"First Put Date"), and continuing for a period of thirty (30) days thereafter, each holder of the Notes shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the outstanding Notes (the "Put Option”") at a price equal to sell all or any portion one hundred and ten percent (110%) of the Issued Shares principal amount thereof, plus accrued and unpaid interest thereon (the “"Put Shares”) Price"), by delivering to the Company for a total purchase price of $195,000, pro-rated for any portion thereof written notice specifying (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (ai) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date number of Conversion Shares that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, are subject to the Put Option shall terminate and which shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to all the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing Notes of the purchase of Noteholder, (ii) the aggregate Put Shares shall take place Price, and (iii) the “Put Closing Date”)date, which such date shall be no not earlier than ten twenty (1020) days but no Trading Days and not later than thirty (30) days from after the date of the First Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise on which the Put Option shall not be transferred or assigned to any third partyexercised (the "First Put Exercise Date"). 6.1 Notwithstanding (b) Commencing one hundred eighty (180) days after the foregoingFirst Put Date and continuing for a period of thirty (30) days thereafter, Lender each holder of the Notes shall have a second right (the right"Second Put Right") to request that the Company repurchase all, but not the obligationless than all, to accelerate the exercise of the outstanding Notes at a price equal to one hundred and fifteen percent (115%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Option upon a Fundamental Transaction (Price" and together with the First Put Right sometimes referred to collectively as defined in the Loan Agreement"Put Rights"), as follows: The by delivering to the Company shall send a written notice specifying (i) the number of Conversion Shares that are subject to the proposed Fundamental Transaction Put Option, (“Fundamental Transaction Notice”ii) no the Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate on which the Put Option. Within Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within fifteen (15) days of Lender’s receipt of such notice, deliver to each holder of the Fundamental Transaction Notes exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Notes subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Notes subject to the First Put Right and/or Second Put Right, as applicable, the Notes shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, Lender on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall advise deliver to the Company whether the Lender has elected Notes, properly endorsed, representing the Notes subject to accelerate the exercise of the Put Option. Lender’s failure to timely notify , and (ii) the Company of Lender’s intention shall deliver to accelerate the Purchasers, in immediately available funds, the applicable Put Option Price. The purchase price for any Put Right shall be deemed an intention to decline to accelerate paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put OptionExercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option Beginning on the Initial Closing Date and ending on the date that is six months after the Initial Closing Date (the “Put OptionExercise Period”), the Company shall have a one-time right, but not an obligation, to exercise the Put Option by electing on any Trading Day during the Put Exercise Period (the date of the notice of such election in the United States, the “Put Exercise Date”) to sell all or any portion to the Purchaser, and if such right is exercised, the Purchaser shall have the obligation to purchase from the Company, up to US$20,000,000 (the “Maximum Put Amount;” such elected Put Option amount, the “Aggregate Put Price”) worth of the Issued Shares additional shares of Common Stock (the “Put Shares,” and, together with the Initial Shares, the “Shares”) at a price per share equal to 112.5% of the average of the closing prices of the Common Stock, as reported by Nasdaq, during the 10 Trading Days ending on the Trading Day immediately preceding the Put Exercise Date) pursuant to the terms and conditions set forth in this Section 1.4. Notwithstanding the foregoing, the Company for may only deliver a total purchase price of $195,000, pro-rated for any portion thereof Put Notice (as defined below) exercising the “Put Price”). The Put Option may be exercised with respect to if, following the Initial Closing Date, there has not occurred any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods events: (the “Put Period”): i) a Change in Control (aas defined below), (ii) the ten a Bankruptcy Event (10as defined below) Business Day period commencing on the first anniversary hereof, or (biii) a Third Party (as defined below) acquiring or exclusively licensing rights from the ten Company to the Compound (10as defined in the Termination and Transition Agreement) Business Day period commencing and/or Product (as defined in the Termination and Transition Agreement) in the Territory (as defined in the Termination and Transition Agreement) under an arrangement in which the Company has no right to record on its own behalf the date which is nine (9) months after the date that the registration statement gross invoice amounts charged to third parties for the registration sales of the Issued Shares is declared effective by Product in the SEC Territory. If not exercised during On the Put PeriodExercise Date, the Put Option Company shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written provide electronic notice to the Company Purchaser (the “Put Notice”), at the electronic mail address of the Purchaser specified in Section 9.6, of its election to exercise the Put Option and the number of shares of Common Stock that the Company is electing to be subject to the Put Option. The Purchaser shall purchase and pay for the Put Notice shall specify Shares (the “Put Closing”) on the twentieth Trading Day following the date on which the closing of the purchase of the Put Shares shall take place Notice, unless another Trading Day is otherwise agreed to by the Company and the Purchaser (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver (i) the Company shall sell to the Purchaser the Put Shares, free and clear of any liens and encumbrances, (ii) the Purchaser shall pay the Aggregate Put Price to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds denominated in U.S. dollars to an the account at a bank of the Company previously designated in writing to the Purchaser, and (iii) the Company shall deliver to the Purchaser the Put Shares, represented by Lender. The Company and Lender acknowledge and agree that Restricted Electronic Shares, which Restricted Electronic Shares shall be subject to the Company’s obligation to purchase the Issued Shares from Lender legends required pursuant to Section 2.12 hereof. Notwithstanding the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedforegoing, the Put Price is not yet tendered, the Lender’s right maximum number of Shares that may be subject to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding exceed an amount that, when aggregated solely with the foregoingInitial Shares held by the Purchaser on the Put Exercise Date, Lender shall have would cause the right, but not the obligation, to accelerate the exercise Purchaser’s beneficial ownership (measured as of the Put Option upon a Fundamental Transaction Exercise Date after giving pro forma effect to the issuance of the Put Shares) to exceed 9.99% of the total number of shares of Common Stock then outstanding (as calculated in accordance with the rules and regulations promulgated under the Exchange Act (as defined in below)) and the Loan Agreement), as follows: The Company number of Put Shares shall send written notice of be automatically reduced on the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Put Exercise Date to the date extent otherwise in excess of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionsuch maximum number. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.