Common use of Put Option Clause in Contracts

Put Option. In the event of a Prohibited Transfer by a Principal Shareholder, a Holder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. 8.1 In consideration of the Investors’ agreement to subscribe for the Subscription Shares and in consideration of the payment of HK$50 by each Investor to the Company (receipt of which is hereby acknowledged), the Company hereby grants to the Investors an irrevocable option to require the Company to purchase, and the Company hereby irrevocably and unconditionally agrees to purchase, from the Investors upon the Investors exercising the Put Option at any time during the Put Option Period and the period stated in paragraph 1.1.2 of schedule 4, all the Option Shares at the Put Option Price on and subject to the terms and conditions set out in schedule 4 (“Purchase Agreement”). 8.2 The Company and the Existing Shareholder agree to do all acts, including the procurement of their duly appointed directors of the relevant resolutions, and execute all documents to ensure that the Company may, and shall (once the Put Option has been exercised), lawfully purchase the Option Shares in accordance with the Purchase Agreement. 8.3 Without prejudice to the agreement contained in clause 8.1, the Company and the Existing Shareholder undertake to each of the Investors that the Company shall, with the Subscription Price received and out of any future subscription of Shares, allocate to the share premium account of the Company such amounts as will maintain the amount standing to the credit of such account in the sum of not less than the equivalent of US$9,000,000 until immediately prior to a Qualified IPO, and that, until the occurrence of a Qualified IPO, the Company and the Existing Shareholder shall procure that such account shall be applied solely towards the payment of the Put Option Price to the Investors. 8.4 In the event that due to the partial or complete non-compliance with clause 8.3 and/or due to any legal obstacle, restriction or prohibition (regardless of a Prohibited Transfer whether or not the same has arisen following any change in law or regulations, but of which the Company and the Existing Shareholder represents to the Investors there are none as of the date hereof and as of the Completion Date) and/or due to the Company not having sufficient funds, the Company is unable to purchase all the Option Shares in accordance with the provisions hereof, then without prejudice to any rights of the Investors in relation to any breach by a Principal the Company and/or the Existing Shareholder under clauses 8.1, 8.2 and/or 8.3, the Company shall purchase such of the Option Shares as it is legally permitted and/or able to purchase and: 8.4.1 the Existing Shareholder, a Holder shall have the right (but shall not be obligated) to sell, and 8.4.2 to the Principal extent of the value of the Shares or loan stock convertible into Shares as are comprised in the Reorganisation Issue and are charged in favour of the Investors by ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇, jointly and severally, agree that they shall forthwith on demand of the Investors purchase from the Investors all or such of the Option Shares at the Put Option Price as have not been purchased by the Company (as the case may be). 8.5 To secure the undertakings given to the Investors in this clause 8 but without limiting the extent of such undertaking, the Existing Shareholder who made shall execute the Prohibited TransferShare Charge in respect of at least 686,404 Shares legally and beneficially owned by it in favour of the Investors on or prior to Completion. The Investors agree that they shall at the request of the Existing Shareholder and subject to the terms of the Share Charge, a number of Common discharge and release such charged Shares (either directly or through conversion of Preferred Sharespart thereof) equal to from the Share Charge against substitution by the same number of Shares or loan stock convertible into the same number of Shares without further payment credited as fully paid as are comprised in the Reorganisation Issue and to be charged in favour of the Investors by ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ under an instrument in substantially the same form as the Share Charge. 8.6 The Company undertakes to give effect to whatsoever action that the Holder would have been entitled to transfer to the proposed purchaser Investors may take in the Prohibited Transfer pursuant to this Section 15event that the Investors shall enforce their security under the Share Charge against the Existing Shareholder and/or ▇▇. ▇▇▇▇ and/or ▇▇. ▇▇▇▇, assuming and the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentExisting Shareholder and ▇▇. Such sale ▇▇▇▇ and ▇▇. ▇▇▇▇ shall be made on procure that any directors of the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to Company appointed by any such Principal Shareholder of them (if any) shall be equal to the price per share paid vote in favour of any action taken by the purchaser to such Principal Shareholder Investors (including the registration of any Shares charged under the Share Charge in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise name(s) of the Holder’s rights under this Section 15.6Investors or any party nominated by any of them). 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In As soon as practicable and in any event not later than ninety (90) days after the event end of a Prohibited Transfer by a Principal Shareholdereach such fiscal year, a the Company shall deliver to the Registered Holder copies of the audited consolidated financial statements of the Company and its subsidiaries (the "Financial Statements") for the fiscal years of the Company ending on or after December 31, 2002 and on or before November 14, 2009. The Registered Holder, during any Put Window (as defined below) in effect during the period commencing November 14, 2003 and ending November 14, 2009, shall have the right (but the "Put Option"), upon delivery to the Company of an irrevocable notice (the "Put Notice"), to require the Company to purchase, at the price determined pursuant to Section 14A(i), (x) all of the Warrant Interests, if any, then owned by the Registered Holder hereof, and (y) this Warrant (collectively, the "Equity Rights"); provided, however, that the obligation of the Company to purchase such Equity Rights shall be subject to (A) the availability of financing (on terms and conditions reasonably satisfactory to the Company in its good faith business judgment) with respect to such purchase price and (B) the approval of the Senior Agent (as defined in the Purchase Agreement) if such approval is then required under the Credit Documents (as defined in the Purchase Agreement); provided further, that the Company shall use its commercially reasonable efforts to obtain such financing and any such approval and, with respect to such financing, commercially reasonable efforts shall not include the issuance of equity and, with respect to any refinancing or extension of financing, shall not be obligatedon terms more onerous than that which is being refinanced or extended; provided further, that the Put Option shall terminate upon (x) an Approved Sale (as defined in the Securityholders Agreement) or (y) the consummation of an underwritten public offering of units of Common Membership Interests. In the event that either clause (A) or clause (B) above are not satisfied, the Company shall have no obligation to sell, purchase the Warrants Interests and the Warrant subject to the Principal Shareholder who made Put Notice. For purposes of this Section 14, "Put Window" means, with respect to any fiscal year of the Prohibited TransferCompany, a number the period commencing on the earlier of Common Shares (either directly or through conversion x) the date of Preferred Shares) equal delivery to the number Registered Holder of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser Financial Statements with respect to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 fiscal year or (y) ninety (90) days after the earlier end of such fiscal year, and ending ninety (90) days after the date of delivery to the Registered Holder of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver Financial Statements with respect to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6fiscal year. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Non-Selling Investor shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made Selling Stockholder the Prohibited Transfer, a type and number of Common shares of Shares (either directly or through conversion of Preferred Shares) Registrable Securities, as applicable, equal to the number of Shares that the Holder shares each Non-Selling Investor would have been entitled to transfer to the proposed purchaser in had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentAgreement. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share at which the Shares shares are to be sold by the Non-Selling Investor to any such Principal Shareholder the Selling Stockholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder the Selling Stockholder in the Prohibited Transfer. Such Principal Shareholder The Selling Stockholder shall also reimburse the Holder each Non-Selling Investor for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the HolderNon-Selling Investor’s rights under this Section 15.65.2. 15.6.2 (b) Within 90 ninety (90) calendar days after the earlier later of the dates on which the Holder Non-Selling Investor (i) received notice from such Principal Shareholder of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder each Non-Selling Investor shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Selling Stockholder the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder (c) The Selling Stockholder shall, upon receipt within twenty-four (24) hours of delivery of the certificate or certificates for the Shares shares to be sold by the Holder, an Non-Selling Investor pursuant to Section 15.6.2this subparagraph 5.2, pay the aggregate purchase price therefor paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses reimbursable under Section 15.6.1, as specified in subparagraph 5.2(a) in cash or by check or wire transfer made payable other means acceptable to the order Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the Holderholders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In (a) The Company and STC hereby jointly and severally agree to purchase any Shares owned by Cinergy or any Management Investor if (a) the event transactions contemplated by the Subscription Agreement are consummated after termination of a Prohibited Transfer by a Principal Shareholder, a Holder the Merger Agreement and (b) such Stockholder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number given notice of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected its intent to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s put rights under this Section 15.62.7 within twenty business days of the date the transactions contemplated by the Subscription Agreement are consummated. 15.6.2 Within 90 days after (b) Parent or STC, as the earlier case may be, shall pay to the Stockholder exercising put rights under this Section 2.7, by wire transfer of immediately available funds, against delivery of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising certificates representing the put option created herebyCommon Stock, (x) $8.00 plus (y) an amount equal to the difference between $8.00 and such Stockholder's adjusted tax basis (certified in the notice of intent delivered pursuant to Section 2.7(a)) in the put Shares multiplied by the highest applicable U.S. federal and state income tax rate applicable to such Stockholder (plus in each case a full gross-up to account for the additional amount equal to the taxes payable at such highest applicable rate on the amounts payable under this clause (y) including this parenthetical phrase). (c) Each Stockholder exercising their put rights under this Section 2.7 shall deliver to such Principal Shareholder Parent or STC, as the certificate or certificates representing Shares case may be, at a closing to be soldheld at the offices of Parent on the fifth business day following Parent's receipt of notice of such Stockholder's exercise of its put rights under this Section 2.7 (or such other date and place as the parties agree), each certificate to be one or more certificates, properly endorsed for transfer. The failure , which represent all the Shares owned by such Stockholder, and each such Stockholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable given each such Stockholder's percentage ownership in the Parent in the context of the Holder to exercise proposed sale, including without limitation representations and warranties (and indemnities with respect thereto) that the put option in such 90-day period shall constitute a waiver transferee of the Holder’s right Shares (or interests therein) is receiving title to such Shares (or interests therein), free and clear of all pledges, security interests, adverse claims, other liens or restrictions on transfer (other than restrictions on transfer under this Section 15.6applicable securities laws). 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In the event of a Prohibited Transfer by a Principal Shareholder, a Holder The MSO shall have the right option (but shall not be obligatedthe "Put Option") to sellrequire the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the 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 Principal Shareholder who made performance of its obligations under the Prohibited TransferManagement Services Agreement and all other assets, a number including inventory and supplies and intangibles, set forth on the balance sheet as at the end of Common Shares the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (either directly the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the 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 ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or through conversion depreciation of Preferred Sharesthe restrictive covenants, and any goodwill and other intangible assets; and (c) equal Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the number performance of Shares that its obligations under the Holder would have been entitled to transfer to Management Services Agreement or the proposed purchaser properties subleased in respect of the Prohibited Transfer pursuant to this Section 15, assuming Orthodontic Offices. If the Holder elected MSO desires to exercise its co-sale rights under Section 15.2 Put Option, the MSO shall give written notice of such election to their fullest extentthe New PC and ▇▇. Such sale ▇▇▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise an aggregate payment of the Holder’s rights amounts computed under Clauses (a) and (b) of this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder 2 (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfercollectively, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6"Put Price"). 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Investor shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made Transferor the Prohibited Transfer, type and all or a portion of the number of Common Shares (either directly or through conversion of Preferred Shares) Equity Securities equal to the number of Shares that the Holder Equity Securities such Investor would have been entitled to transfer to the proposed prospective purchaser in under Section 10 hereof had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions:. 15.6.1 (i) The price per share at which the Shares Equity Securities are to be sold to any such Principal Shareholder the Transferor shall be equal to the price per share Offered Share that would have been paid by the prospective purchaser to such Principal Shareholder Investor and the Transferor in the Prohibited Transfer. Such Principal Shareholder The Transferor shall also reimburse the Holder each Investor for any and all reasonable and documented fees and expensesexpense, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holdersuch Investor’s rights under this Section 15.6Sections 8 through 12. 15.6.2 (ii) Within 90 sixty (60) days after the earlier later of the dates on which the Holder an Investor (ix) received notice from such Principal Shareholder of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder such Investor shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Transferor an instrument of transfer and either the certificate or certificates representing Shares Equity Securities to be soldsold under this Section 13 by such Investor, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder Transferor shall, immediately upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under Section 15.6.1expenses, in cash by check or wire transfer made payable of immediately available funds or by other means acceptable to such Investor. The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the order of Transferor and such Investor reflecting the HolderEquity Securities held by them following giving effect to such transfer.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder the Non-Breaching Shareholders shall have the right (but shall not be obligated) to sell, sell to the Principal Breaching Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) Equity Securities equal to the number of Shares that Equity Securities the Holder Non-Breaching Shareholders would have been entitled to transfer to the proposed purchaser transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 The (a) the price per share at which the Shares Equity Securities are to be sold to any such Principal Shareholder shall be equal to the greater of (i) the price per share paid by the purchaser to such Principal Shareholder transferee in the Prohibited TransferTransfer and (ii) the Call Fair Market Value. Such Principal The Breaching Shareholder shall also reimburse the Holder Non-Breaching Shareholders for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holder’s Non-Breaching Shareholders’ rights under this Section 15.6.2; 15.6.2 Within 90 (b) within ninety (90) days after the earlier later of the dates on which the Holder Non-Breaching Shareholders (i) received notice from such Principal Shareholder of the Prohibited Transfer, Transfer or (ii) otherwise obtained actual knowledge became aware of the Prohibited Transfer, the Holder Non-Breaching Shareholders shall, if exercising the put option created hereby, deliver to such Principal the Breaching Shareholder the certificate or certificates representing Shares Equity Securities to be sold, each certificate to be properly endorsed for transfer. The failure of ; (c) the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Breaching Shareholder shall, upon receipt of the certificate or certificates for the Shares Equity Securities to be sold by the HolderNon-Breaching Shareholders, pursuant to this Section 15.6.24.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.14.2(a), in cash or by check or wire transfer made payable other means acceptable to the order Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the HolderNon-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof.

Put Option. 6.1 In the event a Founder should sell any Founder’s Stock in contravention of the co-sale rights of the Investors under this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. 6.2 In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Investor shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made Founder the Prohibited Transfer, a type and number of shares of Common Shares (either directly or through conversion of Preferred Shares) Stock equal to the number of Shares that the Holder shares such Investor would have been entitled to transfer to the proposed purchaser in had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Founder shall be equal to the price per share paid by the purchaser to such Principal Shareholder the Founder in the Prohibited Transfer. Such Principal Shareholder The Founder shall also reimburse the Holder each Investor for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the HolderInvestor’s rights under this Section 15.63. 15.6.2 (b) Within 90 thirty (30) days after the earlier later of the dates on which date the Holder (i) Investor received written notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge became aware of the Prohibited Transfer, the Holder each Investor shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Founder the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder (c) The Founder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Holderan Investor, pursuant to Section 15.6.2this subsection 6.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under Section 15.6.1expenses, as specified in subsection 6.2(a), in cash or by check or wire transfer made payable other means acceptable to the order Investor. (d) Notwithstanding the foregoing, any attempt by a Founder to transfer Founder’s Stock in violation of Section 3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the vote or written consent of a majority in interest of the HolderInvestors.

Put Option. In the event of If a Prohibited Transfer by a Principal Shareholderoccurs, a Holder in respect of Section 9.1(i), each Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made Transfer or the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the such Co-Sale Holder would have been entitled to transfer Transfer to the proposed purchaser in Prospective Purchaser pursuant to its Rights of Co-Sale but for the Prohibited Transfer pursuant (such Shares, the “Put Shares”). The foregoing sale to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale Transferor shall be made on the following terms and conditions: 15.6.1 The (i) the price per share at which the Shares are to be sold to any such Principal Shareholder of each Put Share shall be equal to the price per share paid by the purchaser to such Principal Shareholder specified in the Prohibited Transfer. Such Principal Shareholder Transfer Notice; provided that the Transferor shall also reimburse the such Co-Sale Holder for any and all reasonable fees and expensesexpense, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holder’s Rights of Co-Sale and the rights under this Section 15.6.9; and 15.6.2 Within 90 (ii) within ninety (90) days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of following the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the such Co-Sale Holder shall, if exercising the who has elected to exercise its put option created hereby, under this Section 9 shall deliver to such Principal Shareholder the certificate Transferor an instrument of transfer and one or more certificates representing the Shares to be soldsold under this Section 9, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate representing the same. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder Transferor shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2foregoing, pay the aggregate purchase price therefor for the Put Shares set forth hereunder and the amount of reimbursable fees and expenses reimbursable under Section 15.6.1(if any), in cash by check or wire transfer made payable of immediately available funds or by any other means acceptable to such Co-Sale Holder. The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to such Transferor and such Co-Sale Holder representing the Shares held by each of them giving effect to the order sale of the HolderPut Shares to such Transferor contemplated in this Section 9.1.

Put Option. In the event any Ordinary Shareholder should directly or indirectly sell, assign, transfer, hypothecate, pledge, mortgage, encumber or otherwise dispose of any interest in Ordinary Shares in contravention of the transfer restrictions in Section 4 (a “Prohibited Transfer”), the Investors shall have the put option provided below, and such Ordinary Shareholder shall be bound by the applicable provisions of such option. (i) In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Investor shall have the right (but shall not be obligated) to sell, sell to the Principal Ordinary Shareholder who made the Prohibited Transfer, a type and number of Common Ordinary Shares (either directly or through conversion of Preferred Shares) equal to the number of Ordinary Shares that the Holder such Investor would have been entitled to transfer to the proposed purchaser in third-party transferee under Section 4.4 hereof had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (ii) The price per share at which the Shares shares are to be sold to any such Principal the Ordinary Shareholder shall be equal to the highest of (x) one hundred and twenty percent (120%) of the Series A Issue Price, (y) the fair market value of the Series A Shares be sold pursuant to such put option or (z) the price per share paid by the purchaser third-party transferee to such Principal the Ordinary Shareholder in the Prohibited Transfer. Such Principal The Ordinary Shareholder shall also reimburse the Holder each Investor for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, reasonably and properly incurred pursuant to any the exercise or the attempted exercise of the Holdersuch Investor’s rights under this Section 15.64. 15.6.2 (iii) Within 90 ninety (90) days after the earlier later of the dates on which the Holder Investor (i1) received notice from such Principal Shareholder of the Prohibited Transfer or (2) otherwise becomes aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder such Investor shall, if exercising the put option created hereby, deliver to such Principal the Ordinary Shareholder the certificate or certificates Transfer Documents representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right sold under this Section 15.64.6 by such Investor. 15.6.3 Such Principal (iv) The Ordinary Shareholder shall, upon receipt of the certificate or certificates for Transfer Documents relating to the Shares shares to be sold by the Holdera Investor, pursuant to this Section 15.6.24.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under Section 15.6.1expenses, as specified in subparagraph 4.6(b)(i), in cash or by check or wire transfer made payable other means acceptable to the order Investor. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the HolderOrdinary Shareholder and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. (a) In the event that a Key Employee should sell any Key Employee Stock in contravention of the co-sale rights of each Investor under Section 2.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Employee shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Investor shall have the right (but shall not be obligated) to sell, sell to such Key Employee the Principal Shareholder who made the Prohibited Transfer, a type and number of shares of Common Shares (either directly or through conversion of Preferred Shares) Stock equal to the number of Shares that the Holder shares each Investor would have been entitled to transfer to the proposed purchaser in under Section 2.3 hereof had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (i) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Key Employee shall be equal to the price per share paid by the purchaser to such Principal Shareholder Key Employee in the such Prohibited Transfer. Such Principal Shareholder The Key Employee shall also reimburse the Holder each Investor for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any in connection with the exercise or the attempted exercise of the HolderInvestor’s rights under this Section 15.62.3. 15.6.2 (ii) Within 90 ninety (90) days after the earlier of the dates date on which the Holder (i) received an Investor receives notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder such Investor shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Key Employee the certificate or certificates representing Shares the shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 (iii) Such Principal Shareholder Key Employee shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Holderan Investor, pursuant to this Section 15.6.24.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.14.1(b)(i), in cash or by check or wire transfer made payable other means acceptable to the order of the HolderInvestor.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder the Purchaser shall have the right (but right, and one available remedy for such breach shall not be obligated) to sellbe, to sell to Leeds, and Leeds shall have the Principal Shareholder who made obligation to purchase from the Prohibited TransferPurchaser, a number of shares of Common Shares (either directly or through conversion of Preferred Shares) Stock equal to the number of Shares that shares the Holder Purchaser would have been entitled to transfer sell to the proposed purchaser in the Prohibited Transfer pursuant to this the terms of Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent1 hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share (the "Share Price") at which the Shares shares are to be sold to any such Principal Shareholder Leeds shall be equal to the price per share sum of (i) the Share Price paid by the purchaser to such Principal Shareholder the Leeds Affiliate in the Prohibited Transfer. Such Principal Shareholder shall also reimburse Transfer and (ii) simple interest on the Holder Share Price, computed at a rate equal to eighteen percent (18%) per annum, pro rated for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise the period of time between the payment in full of the Holder’s rights under this Section 15.6purchase price with respect to the put option described herein by Leeds and receipt by the Leeds Affiliate of any proceeds from the Prohibited Transfer giving rise to the put option. 15.6.2 (b) Within 90 days after the earlier later of the dates on which the Holder Purchaser (i) received notice from such Principal Shareholder Leeds of the Prohibited Transfer, Transfer or (ii) otherwise obtained actual knowledge becomes aware of the Prohibited Transfer, the Holder Purchaser shall, if exercising the put option created hereby, deliver to such Principal Shareholder Leeds the certificate or certificates representing Shares the Purchaser's Common Stock shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6Transfer. 15.6.3 Such Principal Shareholder (c) Leeds shall, upon concurrently with its receipt of the certificate or certificates for the Shares shares to be sold by the Holder, Purchaser pursuant to Section 15.6.22.2(b), pay and deliver to the Purchaser in cash the aggregate purchase price therefor and the amount of fees and expenses reimbursable under as specified in Section 15.6.12.2(a), by certified check or wire transfer bank draft made payable to the order of the HolderPurchaser.

Put Option. The Company hereby grants the Equity Holder the personal and non-transferable right and option to sell to the Company and the Company hereby agrees to purchase from the Equity Holder all but not less than all the Shares (together with any and all distributions, if any, on such Shares in the form of additional Shares or other shares of capital stock of the Company) issued to the Equity Holder pursuant to this Agreement in the event the Company has not entered into a firm commitment underwritten public offering of its common stock pursuant to a Registration Statement chosen by the Company and its counsel under the Securities Act (a "Public Offering") on or before January 1. 2001 (the "Measurement Date"). The purchase price for the purchase and sale described in this Section 4 shall be $10,000. In the event of a Prohibited Transfer by a Principal Shareholder, a the Equity Holder shall have the right (but shall not be obligated) elects to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common sell its Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 4, (i) it shall notify the Company in writing of its desire to sell the Shares within sixty (60) days after the earlier Measurement Date provided no Public Offering has occurred on or prior to the Measurement Date, and (ii) it shall deliver to the Company certificate(s) representing all but not less than all the Shares subject to sale hereunder duly endorsed for transfer in blank together with such assignment and transfer documentation as is reasonably requested by the Company. Upon receipt by the Company of the dates on which the Holder items described in subparagraphs (i) received notice from such Principal Shareholder and (ii) above, the Company shall pay the purchase price to the Equity Holder in cash or in certified bank funds. The closing of the Prohibited Transfer, purchase and sale contemplated in this Section 4 shall occur on the later of (i) ten (10) days after the Equity Holder delivers to the Company the items required in this Section 4; or (ii) otherwise obtained actual knowledge thirty (30) days after the date of written notice to the Prohibited Transfer, Company by the Equity Holder shall, if exercising of its election to sell Shares under this Section 4. Any failure by the Equity Holder to comply strictly with the terms and provisions described in this Section 4 for sale shall invalid and terminate the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6set forth herein. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a "Prohibited Transfer"), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Investor shall have the right (but shall not be obligated) to sell, sell to such Founder the Principal Shareholder who made the Prohibited Transfer, a type and number of shares of Common Shares (either directly or through conversion of Preferred Shares) Stock equal to the number of Shares that the Holder shares each Investor would have been entitled to transfer to the proposed purchaser in under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (c) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Founder shall be equal to the price per share paid by the purchaser to such Principal Shareholder Founder in the such Prohibited Transfer. Such Principal Shareholder The Founder shall also reimburse the Holder each Investors for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any in connection with the exercise or the attempted exercise of the Holder’s Investor's rights under this Section 15.62.4. 15.6.2 (d) Within 90 ninety (90) days after the earlier of the dates date on which the Holder (i) an Investor received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder such Investor shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Founder the certificate or certificates representing Shares the shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 (e) Such Principal Shareholder Founder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Holderan Investor, pursuant to this Section 15.6.24.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.14.2(c), in cash or by check or wire transfer made payable other means acceptable to the order Investor (f) Notwithstanding the foregoing, any attempt by a Founder to Transfer Founder Stock in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the HolderInvestors if a majority in interest of the Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Investors.

Put Option. (a) On June 20, 2003 or at any time in the event that FCI decides to, directly or indirectly, sell, dispose or otherwise transfer any portion of its interest in the Company to a third party, or all or a substantial portion of the assets of the Company, Algar shall have the right, but not the obligation, at its sole and absolute discretion, to require FCI and Fibercore, on a joint and several basis, to buy from Algar all Shares then held by Algar, upon a payment of US$2,500,000 (two million, five hundred thousand US dollars) plus interest at the rate of 6% (six percent) per annum, calculated from the Closing Date until the date on which such payment is made (the "Put Option"). (b) The Put Option shall be exercised by Algar giving to FCI and Fibercore a notice in writing (the "Put Notice") of its intention to exercise the Put Option. (c) The completion of the Put Option shall take place at the head office of the Company before or on the date being 10 days after the date on which Algar has delivered the Put Notice and, upon the completion of the transaction, the price for the Put Option provided for in Section 6.4(a) above shall be payable in full in cash or by certified check or bank draft and Algar shall transfer all its Shares to FCI and/or Fibercore or their designee for such purpose, with all rights inherent therein, including but not limited to, dividends, profits, subscription rights, and free and clear of all liens, burdens, encumbrances, claims, disputes, rights of first refusal and any other claims and liabilities of any kind whatsoever. (d) Upon the completion of the transaction relating to the transfer of the Shares under the Put Option, Algar shall cause its nominee(s) to resign from all offices and positions with the Company. (e) In the event the FCI and/or Fibercore fail to pay any amount due by them under the Put Option, FCI and Fibercore, on a joint and several basis, shall pay a penalty of a Prohibited Transfer 10% (ten percent) of the amount due and not paid, plus legal and court fees incurred by a Principal Shareholder, a Holder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser Algar in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise process of enforcing its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6hereunder. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. A. Employer grants the right, exercisable in the discretion of Employee by delivery of written notice to Employer, to require Employer to purchase the Member Interest (the "Put Option") as provided in this Section 12. B. Employee grants Employer the right, within thirty (30) days of the termination of Employee's employment with Employer with or without cause or upon the resignation of Employee or expiration of the term of this Employment Agreement, to purchase the entire Membership Interest (the "Call Option") as provided in this Section 12. C. In the event that Employee notifies Employer of a Prohibited Transfer by a Principal Shareholder, a Holder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any his exercise of the Holder’s rights Put Option pursuant to Subsection 12(A) above or Employer notifies Employee of its exercise of the Call Option pursuant to Subsection 12(B) above, the purchase of price payable by Employer therefor (the "Purchase Price") shall equal the current fair market value thereof. For such purposes, the fair market value of the Member Interest shall be determined by reference to the value of Horeshoe as calculated for purposes of Horseshoe's stock option plan for the calculation period under this Section 15.6th stock option plan immediately preceding the notification of the exercise of either of the Put or Call Options. 15.6.2 Within 90 D. Employer shall pay the Purchase Price in three (3) equal principal installments, with the first payment being due on the first anniversary of the date that is thirty (30) days after the earlier date upon which notice was delivered as to the exercise of either of the dates on which Put or Call Options. Such obligations shall bear interest at the Holder prime rate of interest as quoted from time to time by the largest commercial bank (iin terms of assets) received notice from such Principal Shareholder in the State of Nevada, and accrued but unpaid interest shall be due and payable together with each annual principal installment. E. Notwithstanding any other provisions hereof to the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfercontrary, the Holder shall, if exercising the put option created hereby, deliver to Put Option shall terminate and be of no further force and effect at such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure time as any class of the Holder to exercise the put option in such 90-day period shall constitute a waiver equity securities of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, Horseshoe are registered pursuant to Section 15.6.2the Securities Exchange Act of 1934, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holderas amended.

Put Option. In (a) The AEP Member and the event Company shall provide Investor Members written notice (an “Option Notice”) of AEP Parent or any of its Affiliates entering into any Contract relating to a Prohibited Transfer transaction (excluding any Tag-Along Sale for which the Investor Members have received a Tag-Along Notice) that would result in the Company no longer being majority owned and controlled directly or indirectly by a Principal ShareholderAEP Parent (such transaction, a Holder “Put Transaction”), which such Option Notice shall be delivered to the Investor Members no later than the earlier of (i) five (5) Business Days following entrance into any such Contract related to a Put Transaction or (ii) at least twenty (20) Business Days prior to consummation of such Put Transaction and shall include the AEP Member’s good faith determination of the Fair Market Value of the Membership Interests of each Investor Member together with reasonable supporting documentation thereof. The Investor Members shall have the right option (exercisable collectively by a majority-in-interest (based on Percentage Ownership) of the Investor Members, and not individually), in their sole discretion, to elect to require that all (but not less than all) of the Membership Interests of all of the Investor Members be purchased by the AEP Member (or its designee) for cash in connection with such Put Transaction. If the Investor Members collectively so elect to exercise such option, such electing Investor Members (constituting at least a majority-in-interest (based on Percentage Ownership) of the Investor Members) shall deliver written notice of such election (the “Put Notice”) to the Company and AEP Member no later than twenty (20) Business Days following receipt of the Option Notice, and which Put Notice specifies whether the electing Investor Members agree with the Fair Market Value determination of their Membership Interests provided by the AEP Member or dispute such determination pursuant to Section 13.15. If the Investor Members fail to timely deliver a Put Notice in accordance with the immediately prior sentence, the Investor Members shall be deemed to have waived their option described in this Section 6.6 with respect to the applicable Put Transaction. For purposes of any dispute with respect to the Fair Market Value of the Membership Interests of the Investor Members: (x) initiating a dispute with respect to the Fair Market Value determination of the Membership Interests in connection with a Put Transaction shall require consent by a majority-in-interest (based on Percentage Ownership) of the Investor Members, (y) a majority-in-interest (based on Percentage Ownership) of the Investor Members shall make all decisions on behalf of all Investor Members in respect of the applicable Fair Market Value determination pursuant to Section 13.15, and (z) any determination of the Fair Market Value of the Membership Interests in connection with a Put Sale (as defined below) pursuant to Section 13.15 shall be binding on all Investor Members. (b) Upon receipt of the Put Notice, the AEP Member (or its designee) shall purchase all of the Membership Interests of all of the Investor Members no later than the later of (i) five (5) Business Days following receipt of the applicable Put Notice or (ii) the closing date of the Put Transaction (it being understood that such purchase is contingent upon, and is not occurring prior to, the closing of the applicable Put Transaction) (in each case, as may be extended (x) in order to finally determine Fair Market Value pursuant to Section 13.15 solely for the portion of consideration in dispute and (y) to obtain any requisite authorization, approval or consent of any Governmental Body) (the “Put Sale”). The consideration to be paid by the AEP Member (or its designee) to each Investor Member in respect of the applicable Membership Interests shall be the Fair Market Value thereof (without giving effect to any transaction costs of the Company Group associated with the Put Transaction, it being understood such shall not be obligatedborne directly or indirectly by the Investor Members participating in the Put Sale) as of the date of the Put Sale, less (without duplication) any then-outstanding balance (including principal and accrued interest) of all Unfunded Amount Loans owed by such Investor Member. The AEP Member (or its designee) shall pay the purchase price payable in the Put Sale in cash by wire transfer of immediately available funds to sellan account designated in writing by the applicable Investor Member. Notwithstanding the foregoing, if the Investor Members initiate a dispute pursuant to Section 13.15 with respect to the Principal Shareholder who made AEP Member’s determination of Fair Market Value, then the Prohibited TransferInvestor Members constituting at least a majority-in-interest (based on Percentage Ownership) of the Investor Members may, a number of Common Shares (either directly or through conversion of Preferred Shares) equal by written notice to the number AEP Member and the Company, revoke any Put Notice within five (5) Business Days of Shares that final determination of Fair Market Value pursuant to Section 13.15 and thereafter the Holder would Investor Members shall have been entitled no obligation to transfer sell their Membership Interests pursuant to the proposed purchaser applicable Put Sale. If the Investor Members fail to timely revoke their Put Notice within such timeframe in accordance with the Prohibited Transfer immediately prior sentence, the Investor Members shall continue to be bound to sell their Membership Interests pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.66.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In order to exercise the Put Option, each exercising Médical Shareholder or Warrant Holder shall give written notice (the “Put Notice”) to Holding Corp. Such Put Notice shall specify the date upon which the Put Option will be exercised (the “Put Closing Date”) and include a representation that such Médical Shareholder or Warrant Holder owns all right, title or interest in and to the Shareholder Médical Stock or Médical Warrants, as applicable, to be exchanged, free and clear of all mortgages, liens, loans, claims, security interests and other encumbrances, and a covenant by such Médical Shareholder or Warrant Holder to indemnify Holding Corp. for any breach of such representation. Upon receipt of the Put Notice, Holding shall, to the extent it may lawfully do so, exchange such Médical Shareholder’s Shareholder Médical Stock or such Warrant Holder’s Médical Warrants, as applicable, for securities of Holding Corp. in such types and amounts as calculated pursuant to Section 2.02. The shares of Holding Corp. acquired pursuant to the exercise of the Call Option or Put Option hereunder shall not be transferred by the Médical Shareholders or Warrant Holders acquiring such shares except in accordance with the restrictions on transfers of shares held by the Stockholders (as defined in the Amended and Restated First Refusal and Co-Sale Agreement, dated as of September 11, 2007 by and among Holding Corp. and the entities listed on Schedules A and B thereto, as amended from time to time (the “First Refusal and Co-Sale Agreement”)), contained in Section 1 of the First Refusal and Co-Sale Agreement. Any purported sale, assignment, pledge, encumbrance or other transfer in violation of the First Refusal and Co-Sale Agreement shall be void and ineffectual and shall not operate to transfer any interest or title to the purported transferee of such shares. In the event that holders of a Prohibited Transfer by a Principal Shareholder, a Holder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise least sixty percent of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier shares of the dates capital stock of Médical listed on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder Schedule A hereto elect to exercise the put option in Put Option hereunder, each Médical Shareholder and Warrant Holder agrees to exercise the Put Option with respect to the shares of Shareholder Médical Stock and Médical Warrants held by such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Médical Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Warrant Holder, pursuant and hereby appoints ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ their respective attorney-in-fact to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holderexercise such Put Option.

Put Option. In At any time from and after the event date which is sixty (60) days prior to the expiration of a Prohibited Transfer by a Principal Shareholderthe Facility Term, a Holder VMRE shall have a put option (the right “Put”), pursuant to which VMRE may (but shall not be obligatedrequired to) require Carvana to sellrepurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Principal Shareholder who made Property at the Prohibited TransferRepurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, a number such failure shall be deemed an Event of Common Shares (either directly or through conversion of Preferred Shares) Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser Holdover Rent (as defined in the Prohibited Transfer Operator Lease). The conveyance of the Property made pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale a Put shall be made on by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the following terms and conditions: 15.6.1 The price per share at which date VMRE exercises it’s the Shares are Put, without representation or warranty except as may be expressly provided in the conveyance documents to be sold to any such Principal Shareholder delivered by VMRE which shall be equal in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and Property, (ii) all reasonable fees and expensesother new easements, including attorneys’ fees and expenses, incurred pursuant to any exercise liens or encumbrances entered into during VMRE’s ownership of the HolderProperty, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s rights ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 15.6. 15.6.2 Within 90 days after 3.6, any Ground Sub-Lease related to the earlier applicable Property shall terminate as of the dates on which date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the Holder (i) received notice from such Principal Shareholder applicable Ground Sub-Lease. In connection with the repurchase of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right Property under this Section 15.63.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Property. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a the Holder shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made the engaging in such Prohibited Transfer, a Transfer that number of Common Shares (either directly or through conversion of Preferred Shares) Convertible Securities owned by the Holder equal to the number of Shares that shares the Holder would have been entitled to transfer to the proposed purchaser purchase offeror in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share at which the such Common Shares or Convertible Securities are to be sold to any such Principal the Shareholder shall be equal or equivalent to the price per share paid by the purchaser purchase offeror to such Principal the Shareholder in the Prohibited Transfer. Such Principal The Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holder’s 's rights under this Section 15.63. 15.6.2 (b) Within 90 thirty (30) days after the earlier of the dates date on which the Holder (i) received notice receives Notice from such Principal a Shareholder of the a Prohibited Transfer, or (ii) otherwise obtained actual knowledge becomes aware of the a Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Common Shares or Convertible Securities to be soldsold hereunder, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 (c) Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Common Shares or Convertible Securities to be sold by the Holder, a Holder pursuant to Section 15.6.23.2, free and clear of all adverse claims, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.13.2(a), by certified or cashier's check or wire transfer made payable to the order of the Holder. (d) Notwithstanding the foregoing, any attempt to Transfer shares of the Company in violation of the terms of this Agreement shall be void and the Company agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such Securities without the written consent of the Holder.

Put Option. In At any time during the event of a Prohibited Transfer by a Principal ShareholderOption Period, a Holder the Rolling Unitholder shall have the right and not the obligation to sell all of its Units to TSC, on the terms and conditions set forth in this Appendix 1.3 (but the “Put Option”). The Rolling Unitholder may request an Option Financial Statement from the Company at any time during the Option Period. If the Rolling Unitholder wishes to exercise the Put Option, then the Rolling Unitholder shall not be obligateddeliver to TSC an Exercise Notice to inform TSC that the Rolling Unitholder is exercising its Put Option. On the date that is 60 days after the Exercise Notice was delivered (the “Put Purchase Date”), the Rolling Unitholder shall sell (the “Put Sale”) its Units to sellTSC, to and TSC shall purchase such Units from the Principal Shareholder who made the Prohibited TransferRolling Unitholder, for a number of Common Shares (either directly or through conversion of Preferred Shares) total purchase price equal to the number Call/Put Buyout Consideration. Concurrently with the Put Sale, TSC and the Rolling Unitholder shall enter into such documents and instruments as shall be reasonably necessary to facilitate the closing of Shares that the Holder would have been entitled to transfer to Put Sale, including, without limitation, documentation of a surrender of the proposed purchaser in Units purchased and termination of the Prohibited Transfer Rolling Unitholder’s interest as a Member. The Rolling Unitholder and its Indirect Owners shall at the closing of any sale consummated pursuant to this Section 15subsection (b) of this Appendix 1.3, assuming represent and warrant to TSC that: (i) the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms Rolling Unitholder has full right, title and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal interest in and to the price per share paid Units, (ii) the Rolling Unitholder has all the necessary power and authority and has taken all necessary action to sell such Units as contemplated by the purchaser to this subsection (b) of this Appendix 1.3, and (iii) such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for Units are free and clear of any and all reasonable fees mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of [the Amended and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor Restated Operating Agreement] and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the HolderSecurities Act.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder the Non-Participating Investors shall have the right (but shall not be obligated) option to sell, sell to the Principal Shareholder who made the Prohibited Transfer, Proposed Seller a number of shares of Common Shares Stock of the Company (either directly or through conversion and delivery of Series A Preferred SharesStock) equal to the number of Shares shares that the Holder Non-Participating Investors would have been entitled to transfer to the proposed purchaser in the sell had such Prohibited Transfer pursuant to this been effected in accordance with Section 151.3 hereof, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Proposed Seller shall be equal to the price per share paid to the Proposed Seller by the third party purchaser to such Principal Shareholder in or purchasers of the Prohibited TransferProposed Seller's Stock. Such Principal Shareholder The Proposed Seller shall also reimburse the Holder Non-Participating Investors exercising the put option for any and all reasonable fees and expenses, including attorneys’ reasonable out-of-pocket legal fees and expenses, expenses incurred pursuant to any the exercise or attempted exercise of the Holder’s rights under this Section 15.63. 15.6.2 Within 90 (b) The Non-Participating Investors shall deliver to the Proposed Seller, within thirty (30) days after the earlier of the dates on which the Holder (i) they have received notice from such Principal Shareholder of the Prohibited Transfer, Proposed Seller or (ii) otherwise obtained actual knowledge become aware of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6transfer (or accompanied by duly executed stock powers). 15.6.3 Such Principal Shareholder (c) The Proposed Seller shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2repurchased shares, pay the aggregate purchase price therefor provided for in this Article 3, by delivery of consideration in the same form such Proposed Seller received for the Stock sold in the Prohibited Transfer and shall reimburse the amount of Non-Participating Investors for any additional expenses, including legal fees and expenses reimbursable under Section 15.6.1expenses, by check or wire transfer made payable to the order of the Holderincurred in effecting such purchase and resale.

Put Option. 1.1 Upon the death of Minority Shareholder, the estate or other successor of Minority Shareholder (the "Representative") shall have the right to sell to the Corporation (the "Put Option") the shares of common stock of the Corporation owned by Minority Shareholder at that time (the "Shares"). The purchase price shall be Five Dollars ($5.00) par share. Upon the death of Minority Shareholder, the Corporation shall notify the Representative that the Put Option has become effective. The Representative shall have 90 days after the date of such notice to exercise the Put Option. The Representative may exercise the Put Option in whole or in part by delivering notice to the Corporation of the election to exercise and the number of Shares which it elects to tender (the "Tendered Shares"). The Corporation shall have 90 days from the date of such election notice to close the purchase. On the closing date of such purchase, the Representative shall execute and deliver to the Corporation duly endorsed certificates for the Tendered Shares and any other appropriate documents and shall take such other actions as may be reasonably necessary or desirable to complete such sale. Subject to Section 1.2 below, the Corporation shall pay cash for the Tendered Shares. 1.2 The Corporation has procured an insurance policy on the life of the Minority Shareholder in the amount of $5 million payable to the Corporation (the "Policy"). The Corporation agrees to use commercially reasonable efforts to maintain the Policy during the term of this Agreement. In the event of Minority Shareholder's death, $1 million of the proceeds of the Policy shall be retained by the Corporation and the balance shall be applied in the following order; (i) first, to the payment of any indebtedness then owed by Minority Shareholder to Majority Shareholder or the Corporation, (ii) second, to the purchase of the Tendered Shares and (iii) lastly, any balance shall be retained by the Corporation. To the extent the foregoing application of proceeds does not result in full payment of the purchase price for the Tendered Shares, or to the extent applicable corporate law or any loan or other agreement with creditors prevents the Corporation's full payment for the Tendered Shares (and a Prohibited Transfer waiver cannot reasonably be obtained from the other party to such agreement), the Corporation may pay the balance of the purchase price by delivery of an unsecured promissory note bearing interest at 7% per annum with principal payable in equal quarterly installments, together with accrued interest, over a Principal Shareholder, a Holder period of 18 months (or over such longer period as is required to comply with applicable corporate law or such agreements). 1.3 During the term of this Agreement: (i) the Policy shall belong solely to the Corporation and Minority Shareholder shall not have the right to designate the beneficiaries or exercise any other power over it, (but ii) the Corporation will not amend or take any other action in regard to the Policy without the consent of its Board Of Directors and (ii) the Corporation shall pay all premiums on the Policy. Any dividends paid on the Policy before maturity or the insured's death shall be paid to the Corporation and shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant subject to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6Agreement. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In the event of a Prohibited Transfer, each Stockholder who failed to receive a Notice of Intended Transfer by in accordance with Section 3.1.1 above, and each Stockholder who received a Principal ShareholderNotice of Intended Transfer in accordance with Section 3.1.1 above, a Holder and gave notice as provided in Section 3.1.3(a) above of its election to exercise co-sale rights pursuant to Section 3.2 above, shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to such Stockholder the number and type of Shares that the Holder Equity Securities such Stockholder would have been entitled to transfer to the proposed purchaser in third-party transferee(s) under Section 3.2 hereof had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (i) The price per share at which the Shares shares are to be sold to any such Principal Shareholder Stockholder shall be equal to the price per share paid by the purchaser third-party transferee(s) to such Principal Shareholder Stockholder in the Prohibited Transfer. Such Principal Shareholder Stockholder shall also reimburse the Holder each Stockholder for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holder’s Stockholder's rights under this Section 15.63. 15.6.2 (ii) Within 90 ninety (90) days after the earlier later of the dates on which the Holder Stockholder (iA) received notice from such Principal Shareholder of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder such Stockholder shall, if exercising the put option created hereby, deliver to such Principal Shareholder Stockholder the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 (iii) Such Principal Shareholder Stockholder shall, upon receipt of the certificate or certificates or other documentation for the Shares Equity Securities to be sold by the Holdera Stockholder, pursuant to this Section 15.6.23.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in this Section 15.6.13.6, in cash or by check or wire transfer made payable other means acceptable to the order Stockholder. (iv) Notwithstanding the foregoing, any attempt by a Stockholder to transfer Equity Securities in violation of Section 3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares without the written consent of a two-thirds in interest of the HolderStockholders.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Investor shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder Founder who made effected the Prohibited Transfer, and, if such right is exercised, the Founder shall have the obligation to purchase from each Investor, a number of shares of Common Shares Stock of the Company (either directly or through conversion delivery of convertible Series A Preferred SharesStock) equal to the number of Shares that the Holder shares each Investor would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms term and conditions: 15.6.1 (a) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Founder shall be equal to the price per share paid by the purchaser to such Principal Shareholder the Founder in the Prohibited Transfer. Such Principal Shareholder The Founder shall also reimburse the Holder each Investor for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, promptly following demand therefor, incurred pursuant to any the exercise or the attempted exercise of the Holder’s Investor's rights under this Section 15.62. 15.6.2 Within 90 (b) In order to exercise the put option created under this Section 2, an Investor must, within 20 days after the earlier later of the dates date on which the Holder Investor (i) received notice from such Principal Shareholder the Founder of the Prohibited Transfer or (ii) otherwise become aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Founder the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder (c) The Founder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Holderan Investor, pursuant to Section 15.6.22.2(b), immediately pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expense, as specified in Section 15.6.12.2(a), by certified check or wire transfer bank draft made payable to the order of the Holdersuch Investor.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Investor shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made Transferor the Prohibited Transfer, a type and number of Common Shares (either directly or through conversion of Preferred Shares) Equity Securities equal to the number of Shares that the Holder Equity Securities such Investor would have been entitled to transfer Transfer to the proposed prospective purchaser in under Section 10 hereof had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions:. 15.6.1 (a) The price per share at which the Shares are to be sold to any such Principal Shareholder the Transferor shall be equal to the price per share Share that would have been paid by the prospective purchaser to such Principal Shareholder Investor and the Transferor in the Prohibited Transfer. Such Principal Shareholder The Transferor shall also reimburse the Holder each Investor for any and all reasonable and documented fees and expensesexpense, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holdersuch Investor’s rights under this Section 15.6Sections 8 through 12. 15.6.2 (b) Within 90 ninety (90) days after the earlier later of the dates on which the Holder an Investor (ix) received notice from such Principal Shareholder of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder such Investor shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Transferor an instrument of transfer and either the certificate or certificates representing Shares shares to be soldsold under this Section 13 by such Investor, each certificate to be properly endorsed for transferTransfer, or an affidavit of lost certificate. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder Transferor shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under Section 15.6.1expenses, in cash by check or wire transfer made payable of immediately available funds or by other means acceptable to such Investor. The Company shall concurrently therewith record such Transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the order of Transferor and such Investor reflecting the Holdernew securities held by them giving effect to such Transfer.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder the Investors shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made the Prohibited Transfer, selling Transferor or Transferors a number of shares of Common Shares Stock (either directly or through conversion delivery of Preferred SharesStock) equal to the number of Shares that shares the Holder Investors would have been entitled to transfer to the proposed purchaser Purchase Offeror in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share and terms at which the Shares shares are to be sold to any such Principal Shareholder the selling Transferor or Transferors shall be equal to the price per share paid and terms agreed to by the purchaser to such Principal Shareholder the selling Transferor or Transferors in the Prohibited Transfer. Such Principal Shareholder The selling Transferor or Transferors shall also reimburse the Holder Investors for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holder’s Investors' rights under this Section 15.6Article 2. 15.6.2 (b) Within 90 days after the earlier later of the dates on which the Holder Investors (i) received notice from such Principal Shareholder a Transferor of the Prohibited Transfer, Transfer or (ii) otherwise obtained actual knowledge became aware of the Prohibited Transfer, the Holder Investors shall, if exercising the put option created hereby, deliver to such Principal Shareholder the selling Transferor or Transferors the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder (c) The selling Transferor or Transferors shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the HolderInvestor, pursuant to Section 15.6.22.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.12.2(a), by certified check or wire transfer bank draft made payable to the order of the HolderInvestors. (d) Notwithstanding the foregoing, any attempt to transfer shares of the Company in violation of Article 1 hereof, shall be void and the Company agrees it will not effect such a transfer nor will it treat any purported transferee as the holder of such shares without the written consent of the Investors.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Investor shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made the Prohibited Transfer, Violating Stockholders a number of Common Shares shares of Stock (either directly or through conversion delivery of Preferred Sharesany class of convertible preferred stock) equal to the number of Shares that the Holder shares each Investor would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Violating Stockholders shall be equal to the price per share paid by the purchaser to such Principal Shareholder the Violating Stockholders in the Prohibited Transfer. Such Principal Shareholder The Violating Stockholders shall also reimburse the Holder each Investor for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holdersuch Investor’s rights under this Section 15.6Agreement. 15.6.2 (b) Within 90 ninety (90) days after the earlier later of the dates on which the Holder Investors (i) received notice from such Principal Shareholder the Violating Stockholders of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge become aware of the Prohibited Transfer, the Holder each Investor shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Violating Stockholders the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder (c) The Violating Stockholders shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Holderan Investor, pursuant to this Section 15.6.22.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.12.2(a), by certified check or wire transfer bank draft made payable to the order of such Investor. (d) Notwithstanding the Holderforegoing, any attempt to transfer shares of the Company in violation of Article I hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of the Investors.

Put Option. (a) In the event that a Stockholder or the Major Holder, as applicable, should sell any Capital Stock in contravention of the co-sale rights set forth in Section 5.4 of this Agreement (a “Prohibited Transfer”), the Non-Selling Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Stockholder or the Major Holder, as applicable, shall be bound by the applicable provisions of such option; provided, however, that this Section 7.1 shall not operate to waive, reduce, diminish, or otherwise limit the enforceability of any other provision of this Agreement, including, without limitation, those set forth in Sections 5 and 6. (b) In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Non-Selling Stockholder shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made selling Stockholder or the Prohibited TransferMajor Holder, a as applicable, the type and number of Common Shares (either directly or through conversion shares of Preferred Shares) Capital Stock equal to the number of Shares that the Holder shares such Non-Selling Stockholder would have been entitled to transfer Transfer to the proposed purchaser in under Section 5.4 hereof had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (i) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Stockholder or the Major Holder, as applicable, shall be equal to the price per share paid by the purchaser to such Principal Shareholder Stockholder or the Major Holder, as applicable, in the such Prohibited Transfer. Such Principal Shareholder The Stockholder or the Major Holder, as applicable, shall also reimburse the Holder each Non-Selling Stockholder for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any in connection with the exercise or the attempted exercise of the Holdersuch Non-Selling Stockholder’s rights under this Section 15.65.4. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of The selling Stockholder or the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Major Holder, pursuant to Section 15.6.2as applicable, shall pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.17.1(b)(i), in cash or by check or wire transfer made payable other means acceptable to the order of the HolderNon-Selling Stockholder.

Put Option. In (a) At the event option of the Holder, on or after April 15, 2014 (each such date a "Repurchase Date"), each Holder may require the Company to repurchase, and the Company shall repurchase, any and all Notes 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 Liquidated Damages, if any, to such Repurchase Date (the "Repurchase Price"). (b) A Holder may exercise its right specified in Section 3.10(a) hereof upon delivery of a Prohibited Transfer by written notice of repurchase (a Principal Shareholder"Repurchase Notice"), a Holder shall have substantially in the right (but shall not be obligated) to sellform of Exhibit E hereto, to the Principal Shareholder who made Company. The Repurchase Notice must be delivered at least 30 days but not more than 60 days before such Repurchase Date. The Repurchase Notice will state: (1) the Prohibited Transfercertificate number(s) of the Note(s) which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Definitive Notes have not been issued; (2) the portion of the principal amount of the Note(s) which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or a number multiple of Common Shares $1,000; and (3) that such Note(s) shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Notes and in this Indenture. (c) The delivery of such Note(s) (either directly through the surrender of Definitive Notes or through conversion the delivery of Preferred Sharesbeneficial interests in a Global Note in accordance with the Applicable Procedures) equal to the number Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of Shares that the Paying Agent shall be a condition to the receipt by the Holder would have been entitled to transfer to of the proposed purchaser in the Prohibited Transfer Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 15, assuming 3.10 only if the Note(s) so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.10 shall be consummated by the delivery of the consideration to be received by the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on promptly following the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise later of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after Repurchase Date and the earlier time of delivery of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6Note(s). 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In the event of a Prohibited Transfer by a Principal Shareholder, a Holder 13.1. CMCR shall have the right to Transfer all (but and not less than all) of its Shares to Renova (the “Put Option”) after the Put Option Date in the manner set forth below. 13.2. If CMCR elects to exercise the Put Option, it shall serve a written notice on Renova for Renova to purchase all (and not less than all) of the Shares held by CMCR (the “Put Option Shares”) from CMCR (the “Put Option Notice”). Upon delivery of the Put Option Notice, Renova shall purchase from CMCR all (and not less than all) of the Put Option Shares at the arithmetic average of the lower and higher values of the reasonable fair market valuation range (the “Put Option Price”) to be determined by an Investment Bank (as mutually selected by CMCR and Renova) within hundred fifty (150) calendar days following receipt of the Put Option Notice. If the Principals cannot agree upon an Investment Bank within fifteen (15) calendar days, then the Investment Bank shall be chosen by lot (in a procedure carried out by an independent party in the presence of representatives of each Principal, such procedure to be repeated if the Investment Bank selected by lot declines the proposed engagement). The Principals shall procure that the Investment Bank notifies both CMCR and Renova of its valuation. CMCR shall pay fees of the Investment Bank. 13.3. In connection with the purchase by Renova of the Put Option Shares, CMCR may also require Renova to assume or otherwise procure the repayment of all Outstanding Financings made by CMCR (or its Affiliates, as the case may be, subject to such Affiliates having agreed to such repayment) no later than the date of initial payment for the Put Option Shares under Clause 13.5(i). In this case, CMCR shall take all Necessary Action to support the efforts of the Company to secure financing for the Company in light of the repayment of the Outstanding Financings; any actions reasonably taken to so secure such financings shall not be obligated) considered Reserved Matters, accordingly no Joint Instruction shall be required for any of such actions. 13.4. CMCR shall, and hereby covenants to, sell the Put Option Shares to sell, Renova free and clear of any and all Encumbrances. The Company and CMCR shall take all actions and execute all documents necessary to transfer the Put Option Shares to Renova. The Company shall register the title to the Principal Shareholder who made Put Option Shares in Renova’s name and issue and deliver to Renova the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal share certificate in relation to the number Shares as of the date CMCR receives initial payment therefor under Clause 13.5(i), provided, however, that Renova shall simultaneously pledge one-third (1/3) of the Put Option Shares so received in favor of CMCR to secure its obligations to CMCR under Clause 13.5(ii), which pledge shall terminate automatically upon payment in full by Renova of the amount in Clause 13.5(ii). For the avoidance of doubt, notwithstanding such pledge, Renova shall retain the right to vote, and to receive dividends on, and other benefits associated with, such pledged Shares. 13.5. Renova shall pay for the Put Option Shares as follows: (i) two thirds of the Put Option Price shall be paid to CMCR within thirty (30) calendar days after the date the Investment Bank notifies CMCR and Renova of the amount of the Put Option Price; and (ii) one third of the Put Option Price shall be paid to CMCR within one (1) year after the date the Investment Bank notifies CMCR and Renova of the amount of the Put Option Price. 13.6. The Put Option Price shall be determined by the Investment Bank valuing the entire issued capital of the Company on the basis that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are Company is to be sold as a going concern to any a willing buyer for cash (disregarding regulatory issues or other approvals or consents that such Principal Shareholder a hypothetical sale might entail) and then applying the percentage of the total attributable to the Put Option Shares. 13.7. CMCR shall be equal entitled to serve the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transferPut Option Notice only once. The failure of the Holder to exercise the put option in such 90-day period Put Option Notice, once served, shall constitute a waiver of the Holder’s right under this Section 15.6be irrevocable. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In (a) For a period of ten Business Days commencing on the event 210th day following the Effective Date, the Company shall have the right, upon notice to the Purchasers (a "Put Notice"), to sell to each Purchaser a number of additional shares of Common Stock determined by dividing $3.5 million by 105% of the average closing bid price of the Common Stock for the five trading days prior to the Second Closing (which number shall be subject to equitable adjustment for stock splits, recombinations and similar events (in each instance the "Second Closing Shares"). The closing of the purchase and sale of the Second Closing Shares contemplated by this provision (the "Second Closing") shall take place at the offices of MZRL, 450 Park Avenue, New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Day following receipt of the Put Notice, or such earlier date agreed to in writing by the Purchasers and the Company. (b) At the Second Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a Prohibited Transfer by stock certificate representing Second Closing Shares, registered in the name of such Purchaser, (2) a Principal ShareholderSecurities Purchase Agreement in substantially the form of this Agreement (the "Second Closing Purchase Agreement"), (3) a Holder Common Stock purchase warrant, in substantially the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number acquire shares of Common Shares Stock upon the terms and in such number as set forth therein (either directly or through conversion each a "Second Closing Adjustable Warrant"), (4) a Common Stock purchase warrant, in substantially the form of Preferred Shares) equal Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 20% of the number of Second Closing Shares that at the Holder would have been entitled exercise price set forth therein (each, a "Second Closing Warrant" and together with the Second Closing Adjustable Warrants, the "Warrants"), (5) the legal opinion of Ropes & Gray, outside counsel to th▇ ▇▇mpany, substantially in the form of Exhibit C, (6) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, substantially in the form of Exhibit D (the "Second Closing Registration Rights Agreement") and (7) the Transfer Agent Instructions, substantially in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in immediately available funds by wire transfer to an account designated in writing by the proposed purchaser in the Prohibited Transfer pursuant Company for such purpose, (2) an executed Second Closing Registration Rights Agreement, and (3) an executed Second Closing Purchase Agreement. (c) The obligation of each Purchaser to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made acquire Second Closing Shares on the Second Closing Date is subject to the satisfaction by the Company or waiver by such Purchaser, at or before the Second Closing Date, of each of the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In the event of a Prohibited Transfer by a Principal Shareholder, a Holder The MSO shall have the right option (but shall not be obligatedthe "Put Option") to sellrequire the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the 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 Principal Shareholder who made performance of its obligations under the Prohibited TransferManagement Services Agreement and all other assets, a number including inventory and supplies and intangibles, set forth on the balance sheet as at the end of Common Shares the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (either directly the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the 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. Feldman contemplated thereunder, and any goodwill and ot▇▇▇ ▇▇▇▇▇▇ible assets set forth on the Balance Sheet, reflecting amortization or through conversion depreciation of Preferred Sharesthe restrictive covenants, and any goodwill and other intangible assets; and (c) equal Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the number performance of Shares that its obligations under the Holder would have been entitled to transfer to Management Services Agreement or the proposed purchaser properties subleased in respect of the Prohibited Transfer pursuant to this Section 15, assuming Orthodontic Offices. If the Holder elected MSO desires to exercise its co-sale rights under Section 15.2 Put Option, the MSO shall give written notice of such election to their fullest extentthe New PC and Dr. Feldman at least twenty (20) calendar days prior to the date ▇▇▇▇▇▇▇▇▇ in such notice as the date for the closing of the Put Option. Such sale Any exercise of the Put Option by the MSO shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise an aggregate payment of the Holder’s rights amounts computed under Clauses (a) and (b) of this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder 2 (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfercollectively, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6"Put Price"). 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In (a) With respect to the Shares representing the Warrant Shares (as defined herein) and only in the event the Company fails to have or fails to be qualified to have any securities of the same class as those issuable upon the exercise of this Warrant listed on any national securities exchange, (i) upon the occurrence of any Change of Control (as such term is defined in the Credit Agreement), (ii) if the Company voluntary repays all or a Prohibited Transfer by material portion of the Loans (as defined in the Credit Agreement) from sources other than earnings of the Company, (iii) if an Event of Default (as defined in the Credit Agreement) occurs, (iv) upon the merger or consolidation of the Company where the Company is not the surviving corporation, or (v) upon the sale of all or substantially all of the Company's assets, then, in any such event, any Holder, is entitled to require the Company to repurchase all or a Principal Shareholder, portion of its the Warrant Shares at a Holder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) price equal to the number Current Market Value of the Warrant Shares that (the "Put Price"). (b) In any event, at any time after the first anniversary date hereof the Holder would have been entitled may require the Company to transfer up to purchase 100% of its Warrant Shares at the proposed purchaser Put Price in the Prohibited Transfer pursuant event the Company fails to have or fails to be qualified to have any securities of the same class as those issuable upon the exercise of this Section 15, assuming Warrant listed on any national securities exchange. (c) In order to exercise this put option the Holder elected must give the Company prior written notice. Such written notice of its intent to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall put option must be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal given not less than thirty days prior to the price per share paid by the purchaser to such Principal Shareholder intended date in the Prohibited Transfercase of subsection (b). Such Principal Shareholder shall also reimburse the Holder for If any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder event described in clause (ia) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transferabove occurs, the Company shall use its best efforts to give Holder shall, 30 days prior written notice thereof (and in any event shall give Holder such notice) and Holder shall use its best efforts to notify the Company within 20 days thereafter if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder it intends to exercise the put option in such 90-day period shall constitute as a waiver result of the Holder’s right under this occurrence of such event. Upon delivery of a put notice, the Put Price shall be determined as provided in Section 15.64.2 below as of the date of delivery of the put notice. Within fifteen days following the determination of the Put Price, the Company shall purchase and the Holder shall sell, the Warrant Shares which are the subject of the put notice. 15.6.3 Such Principal Shareholder shall, upon receipt (d) In the event that the Company defaults in its obligation to purchase all or any portion of the certificate or certificates Warrant Shares upon exercise of a put option and such default continues for more than 120 days, the Company will deliver to the Holder an additional warrant with terms and conditions identical to this Warrant (except for the number of Shares into which it is exercisable and the related "Target Percentage") to be sold purchase a number of Shares equal to 5% of the number of Shares into which this Warrant is exercisable. For every additional 120 consecutive days during which such default continues to exist, the Company will deliver to the Holder another additional warrant in an amount equal to 5% of the total number of Shares into which this Warrant and all other warrants then held by such Holder and issued by the Holder, pursuant Company are exercisable. This grant shall be in addition to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check any other rights or wire transfer made payable to the order remedies of the Holderapplicable Holder granted herein or by law.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder each Non-Selling Stockholder shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made Selling Stockholder the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) Equity Securities equal to the number of Shares that the Holder Equity Securities each Non-Selling Stockholder would have been entitled to transfer to the proposed purchaser in had the Prohibited Transfer under Section 2 hereof been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 The (a) the price per share at which the Shares Equity Securities are to be sold to any such Principal Shareholder shall be equal to the t he price per share paid by the t he purchaser to such Principal Shareholder in the t he Prohibited Transfer. Such Principal Shareholder The Selling Stockholder shall also reimburse the Holder each Non-Selling Stockholder for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holder’s t he Non-Selling Stockholder's rights under this Section 15.6.2; 15.6.2 Within 90 (b) within ninety (90) days after the earlier later of the dates on which the Holder Non-Selling Stockholder (i) received notice from such Principal Shareholder of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder each Non-Selling Stockholder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Selling Stockholder the certificate or certificates representing Shares Equity Securities to be sold, each certificate to be properly endorsed for transfer. The failure of ; (c) the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder Selling Stockholder shall, upon receipt of the certificate or certificates for the Shares Equity Securities to be sold by the Holdera Non-Selling Stockholder, pursuant to this Section 15.6.24.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.14.2(a), in cash or by check or wire transfer made payable other means acceptable to the order Non-Selling Stockholder; and (d) notwithstanding t he foregoing, any attempt by a Selling Stockholder t o transfer Equity Securities in violation of Section 2 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of a majority in interest of the HolderNon-Selling Stockholders.

Put Option. In the event of a Prohibited Transfer by a Principal ShareholderTransfer, a Holder the Investor shall have the right (but shall not be obligated) to sell, sell to the Principal Shareholder who made Founder, and, if such right is exercised, the Prohibited TransferFounder shall have the obligation to purchase from the Investor, a number of shares of Common Shares Stock of the Company (either directly or through conversion delivery of Preferred SharesCo-Sale Securities) equal to the number of Shares that shares the Holder Investor would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Founder shall be equal to the price per share paid by the purchaser to such Principal Shareholder the Founder in the Prohibited Transfer. Such Principal Shareholder The Founder shall also reimburse the Holder Investor for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, promptly following demand therefor, incurred pursuant to any the exercise or the attempted exercise of the Holder’s Investor's rights under this Section 15.62. 15.6.2 Within 90 (b) In order to exercise the put option created under this Section 2, the Investor must, within 20 days after the earlier later of the dates date on which the Holder Investor (i) received notice from such Principal Shareholder the Founder of the Prohibited Transfer or (ii) otherwise become aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Founder the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder (c) The Founder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the HolderInvestor, pursuant to Section 15.6.22.2(b), promptly pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.12.2(a), by certified check or wire transfer bank draft made payable to the order of the HolderInvestor.

Put Option. In 1.1 At any time during the event period beginning April 1, 2006 through July 1, 2006 (the “Initial Put Period”), each of Cabot GP and each Non-REIT LP (each an “Interest Holder”) shall have the irrevocable right and option, by giving DCT a Prohibited Transfer by a Principal ShareholderPut Notice (as described below), a to require DCT to purchase all (but not less than all) of the Interest Holder’s limited partnership interests in the Partnership for an amount equal to the Interest Holder’s Initial Put Price (as defined below). Beginning on January 1, 2009, at any time during the month of January in 2009 and in each calendar year thereafter (the “Subsequent Put Periods”), each Interest Holder shall have the irrevocable right and option, by giving DCT a Put Notice, to require DCT to purchase all (but not less than all) of the Interest Holder’s limited partnership interests in the Partnership for an amount equal to the Interest Holder’s Subsequent Put Price (as defined below). As used herein, “Put Price” shall refer to either the Initial Put Price or a Subsequent Put Price, as applicable. 1.2 On the date of sale designated in a Put Notice, the applicable Interest Holder shall (a) sell, assign, convey, transfer and deliver to DCT all of its limited partnership interests in the Partnership free and clear of all pledges, security interests, adverse claims, liens, restrictions and encumbrances (other than those set forth in the Partnership Agreement, as then in effect) against payment therefor of such Interest Holder’s Initial Put Price or Subsequent Put Price, as applicable, (b) withdraw as a partner of the Partnership and (c) execute and deliver all instruments, agreements and other documents reasonably necessary to effect the foregoing, including, without limitation, (x) a certificate by such Interest Holder as of such date that the representations and warranties in Section 7 with respect to such Interest Holder and such limited partnership interest are true and correct as of such date, (y) if such Interest Holder is not an individual, a certificate by the secretary or other appropriate Person of such Interest Holder as of such date as to (i) the incumbency of its officers or other signatories, (ii) authorizations relating to this Agreement, and (iii) the organizational documents of such Interest Holder and (z) if such Interest Holder is registered entity, a certificate of good standing as of a recent date from the secretary of state of its state of organization. DCT shall make payment in cash by wire transfer of same day funds of the Initial Put Price or Subsequent Put Price, as applicable, with respect to such Interest Holder to the Interest Holders’ Representative (as defined below) for distribution to such Interest Holder subject, however, to adjustment as provided in Section 3 and 4. Upon payment of an Interest Holder’s Initial Put Price or Subsequent Put Price, as applicable, to the Interest Holders’ Representative, such Interest Holder shall cease to be, and shall have no further rights or obligations as, a limited partner of the Partnership, except the right to receive the Initial Put Price or Subsequent Put Price, as applicable, obligations of Cabot GP to pay the remaining balance owed under the “CSFB Agreement” pursuant to Section 6.5 of the Partnership Agreement, and confidentiality obligations pursuant to Section 12.12 of the Partnership Agreement. If DCT GP requests, DCT shall set off against the Initial Put Price or Subsequent Put Price, as applicable, any amounts owed by such Interest Holder pursuant to Section 6.5 of the Partnership Agreement subject, however, to the right of the Interest Holders’ Representative to reasonably approve the amount of such set off. 1.3 The Put Notice shall designate the date of sale, which date shall be not less than ten (10) Business Days and not more than fifteen (15) Business Days after DCT’s receipt of such Put Notice. The Put Notice shall be delivered to DCT at the address provided in Section 10. 1.4 The Initial Put Price for each Interest Holder is the difference between (a) the product of (i) Two Hundred Seventy Nine Million Thirty Thousand Two Hundred and Fifty Dollars ($279,030,250.00), multiplied by (ii) the Put/Call Payment Percentage for such Interest Holder set forth in Exhibit A, minus (b) the product of (i) $20,736,918.94, multiplied by (ii) such Interest Holder’s Adjustment Pro Rata Percentage. The Subsequent Put Price for each Interest Holder shall equal the fair market value of the limited partnership interest in the Partnership held by such Interest Holder as determined pursuant to Section 6. Notwithstanding anything to the contrary contained in this Agreement, there shall be no adjustment to the Subsequent Put Price pursuant to Sections 3 or 4 of this Agreement. 1.5 Notwithstanding the foregoing, DCT shall not be obligated) under any obligation to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer purchase an Interest Holder’s limited partnership interest pursuant to a Put Notice if any of the representations or warranties in Section 7 of this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser Agreement with respect to such Principal Shareholder Interest Holder or such limited partnership interest is in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for default in any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6material respect. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In 6.1 For good and valuable consideration, the event receipt and sufficiency of which are hereby acknowledged, Top Tone Holdings shall, subject to the provisions of this Clause 6, have the irrevocable and unconditional right to require CME ME to purchase its entire Ownership Interest in CME Bulgaria at the Put Price (the "Put"). 6.2 Subject to Clause 9.3, the Put shall be exercisable at any time following the third anniversary of the date of this Agreement. 6.3 The right of Top Tone Holdings to exercise the Put is conditional upon the following: (a) neither Top Tone Holdings nor any of its respective Affiliates being in material breach of any of the Transaction Documents; (b) Top Tone Holdings having full unencumbered right and title to its entire Ownership Interest in CME Bulgaria at the Put Closing Date; and (c) no Event of Default having occurred and be continuing. 6.4 Top Tone Holdings may only exercise the Put by giving a Prohibited Transfer written exercise notice (a "Put Notice") to CME ME. The Put Notice shall: (a) state that Top Tone Holdings is exercising the Put; (b) request CME ME nominate the CME Investment Bank for purposes of the Valuation; and (c) state the anticipated time and place on which CME ME shall be obliged, subject to the completion of the Valuation, to acquire the entire Ownership Interest of Top Tone Holdings in exchange of payment by CME ME of the Put Price, which (subject to such terms and conditions) shall occur on a Principal Shareholderdate falling not more than twenty (20) Business Days after the date on which such Valuation is completed (or, in each case, such later date as is necessary to obtain all required governmental and regulatory approvals and consents) (the "Put Closing Date"). 6.5 Once given, a Holder Put Notice shall have be irrevocable. 6.6 If CME ME receives a Put Notice, CME ME may give written notice (a "Put Objection Notice") to Top Tone Holdings within ten (10) Business Days of the right (but receipt of such Put Notice of any objections to the exercise of the Put. If such Put Objection Notice contains valid grounds for objection, the Put shall not be obligatedexercisable. If the grounds for objection specified in the Put Objection Notice are capable of remedy, Top Tone Holdings may remedy any such grounds for objection. If, following such a remedy, Top Tone Holdings wish to exercise the Put, they shall recommence the process outlined in this Clause 6. 6.7 Within twenty (20) Business Days of receipt of a Put Notice (provided that no Put Objection Notice containing valid grounds for objection has been served), each of CME ME and Top Tone Holdings shall appoint the CME Investment Bank and Top Tone Holdings Investment Bank for the purposes of determining the Valuation. 6.8 The consummation of the Put shall take place at such time and place as may be specified in the Put Notice in accordance with the foregoing or otherwise agreed among the Parties. CME ME shall have no obligation to sell, pay any portion of the Put Price unless all conditions to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6Put are satisfied and remain satisfied on the Put Closing Date. CME ME shall pay the full amount of the Put Price to such bank account as is nominated in writing for such purpose by Top Tone Holdings. 15.6.2 Within 90 days after 6.9 The Parties agree that if they determine that the earlier transfer and payment arrangements described in this Clause 6 are not structured properly to optimize the tax and accounting treatment to the level intended by the Parties, they shall cooperate in good faith to agree on and implement an alternative structure or make any appropriate changes to the existing structure and accordingly this Agreement. All such changes shall in all material respects result in maintaining the same balance of commercial and economic interests of the dates on which the Holder (i) received notice from Parties as existed before making any such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6changes. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In Without prejudice to the event other provisions hereof, if any shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Sections 11.1 through 11.3, then, so long as the Dragging Parties give their written consent, each holder of a Prohibited Transfer by a Principal Shareholder, a Holder Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) shall have the right (but shall not be obligated) to sell, require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Share equal to the Principal Shareholder who made the Prohibited Transfer, amount that a number holder of Common a Preferred Share (including holders of Ordinary Shares (either directly or through conversion of that were converted from Preferred Shares) equal would have received in respect of a Preferred Share had the Company been sold for cash in the Approved Sale and the full proceeds therefrom available for distribution to the number members of Shares that the Holder would have been entitled to transfer Company were distributed to the proposed purchaser members in accordance with Article 8.2(B) (Distribution on Trade Sale) of the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentMemorandum and Articles. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder Dissenting Member shall also reimburse the Holder such holder of Preferred Shares for any and all reasonable fees and expensesexpense, including attorneys’ legal fees and expenses, incurred pursuant to any the exercise or the attempted exercise of the Holder’s rights right of such holder of Preferred Shares under this Section 15.6. 15.6.2 11.5. Within 90 fifteen (15) days after a holder of Preferred Shares delivers a notice to the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if Dissenting Member exercising the put option created hereby, such holder of Preferred Shares shall deliver to such Principal Shareholder the Dissenting Member the certificate or certificates representing Preferred Shares to be sold, each certificate to be sold under this Section 11.5 by such holder of Preferred Shares properly endorsed for transfer. The failure , if certificated, plus an executed instrument of transfer and the Holder to exercise the put option in such 90-day period Dissenting Member shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable expenses, in each case, as provided for under this Section 15.6.111.5, in cash or by check or wire transfer made payable other means acceptable to the order such holder of the HolderPreferred Shares.

Put Option. In the event a Key Holder shall Transfer any Key Holder Stock in contravention of the co-sale rights of the Major Investors under Section 2.4 hereof (a “Prohibited Transfer by a Principal ShareholderTransfer”), a Holder each Major Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right (but shall not be obligated) to sell, sell to such Key Holder the Principal Shareholder who made the Prohibited Transfer, a type and number of shares of Common Shares (either directly or through conversion of Preferred Shares) Stock equal to the number of Shares that the Holder shares each Major Investor would have been entitled to transfer to the proposed purchaser in under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to this Section 15, assuming and in compliance with the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extentterms hereof. Such sale shall be made on the following terms and conditions: 15.6.1 (a) The price per share at which the Shares shares are to be sold to any such Principal Shareholder the Key Holder shall be equal to the price per share paid by the purchaser to such Principal Shareholder Key Holder in the such Prohibited Transfer. Such Principal Shareholder The Key Holder shall also reimburse the Holder each Major Investor for any and all reasonable fees and expenses, including attorneys’ legal fees and expenses, incurred pursuant to any in connection with the exercise or the attempted exercise of the HolderMajor Investor’s rights under this Section 15.62.4 hereof. 15.6.2 (b) Within 90 ninety (90) days after the earlier date on which a Major Investor received notice of the dates on which the Holder (i) received notice from such Principal Shareholder Prohibited Transfer or otherwise became aware of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder such Major Investor shall, if exercising the put option created hereby, deliver to such Principal Shareholder the Key Holder the certificate or certificates representing Shares the shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 (c) Such Principal Shareholder Key Holder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Holdera Major Investor, pursuant to this Section 15.6.24.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses reimbursable under expenses, as specified in Section 15.6.14.2(a), in cash or by check or wire transfer made payable other means acceptable to the order Major Investor. (d) Notwithstanding the foregoing, any attempt by a Key Holder to Transfer Key Holder Stock in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the HolderMajor Investors if a majority in interest of the Major Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Major Investors.

Put Option. In Provided that the event Company Offeror has not previously consummated an initial public offering, during any OCM Option Period, OCM Holders holding Units which (collectively) constitute an Aggregate Unit Percentage of a Prohibited Transfer by a Principal Shareholder, a Holder at least one percent shall have the right to cause the Company to purchase all (but shall not be obligatedless than all) to sellof the Units held by such OCM Holders; provided, however, that, notwithstanding anything to the Principal Shareholder who made contrary in this Article XI, the Prohibited Transfer, a number rights contained in this Section 11.1 may only be exercised in three Fiscal Years (regardless of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares OCM Holders that participate in any such Fiscal Year); provided further, that OCM Holders may not exercise the rights contained in this Section 11.1 more than once in any Fiscal Year (regardless of the number of OCM Holders that participate in such Fiscal Year). To exercise such right, an OCM Holder must notify the Company in writing during an OCM Option Period that it wishes to sell all (but not less than all) of its Units to the Company; and, upon receipt of such a notice, the Company shall notify the other OCM Holders that an OCM Holder has exercised its rights under this Section 11.1. In the event that an OCM Holder delivers to the Company the notice specified in the immediately preceding sentence within the OCM Option Period, the Company shall (i) engage the Independent Appraiser to prepare a written report setting forth the Fair Market Value of the Company and its subsidiaries (taken as a whole) and (ii) no earlier than 10 and no later than 60 days following the preparation of the written report specified in the immediately preceding subclause, effect such purchase. The Independent Appraiser shall be instructed to deliver its report as to Fair Market Value within 20 Business Days of its engagement. The purchase price for each participating OCM Holder's Units shall be the amount such OCM Holder would have been entitled to transfer receive under Section 13.2(c)(ii) and 6.4 hereof if the Company were liquidated for its Fair Market Value (assuming the vesting of all then unvested outstanding Units, if any) (the "OCM Purchase Price"). If at the scheduled closing of the sale of the Units to the proposed purchaser in the Prohibited Transfer Company pursuant to this Section 1511.1, assuming an OCM Holder fails to consummate the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on sale, then the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser right granted to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the OCM Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise this Section 11.1 shall expire and become null and void. Notwithstanding the foregoing, in lieu of OCM's right to put its Units, OCM may instead require the Company to purchase all of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice outstanding OCM Shares from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates its holders for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the HolderOCM Purchase Price.

Put Option. In (a) Except as set forth in Section 1.2(b), at any time after the event third anniversary of a Prohibited Transfer by a Principal Shareholderthe Closing Date and prior to the fourth anniversary of the Closing Date, a Holder the Selling Stockholders shall have the right (but the "Put Option") to compel the Purchaser and/or Sterling to purchase the remaining shares of Sterling Common Stock that such Selling Stockholders own after the Closing (the "Put Elected Shares"), at a price of one hundred five dollars and twenty-six cents ($105.26) per share of Sterling Common Stock (the "Exercise Price"); provided, however, that the Purchaser shall not be obligated) required to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common purchase such Put Elected Shares (either directly or through conversion of Preferred Shares) equal to until the number of Put Elected Shares that exceeds 50% of those 114,000 shares of Sterling Common Stock owned by all of the Holder would have been Selling Stockholders immediately following the Closing (the "Put Threshold Share -2- 11 Amount"), in which event the Purchaser shall be required to purchase all of the shares of Sterling Common Stock held by all of the Selling Stockholders at such time (the "Put Shares") at the Exercise Price. (b) Notwithstanding Section 1.2(a), the Selling Stockholders shall be entitled to transfer immediately exercise the Put Option at any time prior to the proposed purchaser fourth anniversary of the Closing Date in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder event that (i) received notice from such Principal Shareholder the Purchaser enters into a binding agreement to sell its entire interest in Sterling or its stock in SCPI (as defined in Section 1.7 hereof), whether pursuant to a stock sale, merger, consolidation or sale of all or substantially all of the Prohibited Transferassets of Sterling other than to an "affiliate" (within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor provision), (ii) the Purchaser enters into a binding agreement to sell any Sterling Common Stock or SCPI stock or any security convertible into, exchangeable for or granting the right to purchase, any Sterling Common Stock or SCPI stock other than a transfer to an "affiliate" (within the meaning of Rule 12b-2 under the Exchange Act) of the Purchaser that does not affect the Purchaser's ability to consolidate with Sterling and SCPI for federal income tax purposes, (iii) there is a binding agreement for the sale, lease or transfer, directly or indirectly, of all or substantially all of the assets of the Purchaser to any "Person" or "group" (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act, or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act), (iv) there is a binding agreement for a Change of Control, or (v) there is a Change of Control (clauses (i), (ii), (iii) otherwise obtained actual knowledge and (iv) are referred to herein as a "Triggering Transaction"). For purposes of this Agreement, "Change of Control" means (A) the approval by the requisite stockholders of the Prohibited TransferPurchaser of a plan of liquidation or dissolution of the Purchaser, (B) any "Person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d- 5(b)(1) under the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all classes of the voting stock of the Purchaser and/or warrants or options to acquire such voting stock, calculated on a fully diluted basis, unless, as a result of such transaction, the Holder shall, if exercising ultimate direct or indirect ownership of the put option created hereby, deliver Purchaser is substantially the same immediately after such transaction as it was immediately prior to such Principal Shareholder transaction, or (C) the certificate adoption by the Purchaser's Board of Directors or certificates representing Shares to be soldby the Purchaser's stockholders, each certificate to be properly endorsed for transfer. The failure of a plan of consolidation or merger of the Holder Purchaser pursuant to exercise which the put option Purchaser Common Stock is converted into cash, securities or other property, in such 90-day period shall constitute each case other than a waiver consolidation or merger of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt Purchaser in which the holders of Purchaser Common Stock and other capital stock of the certificate or certificates for Purchaser entitled to vote in the Shares to be sold by election of directors of the HolderPurchaser, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable immediately prior to the order consolidation or merger have, directly or indirectly, at least a majority of the Holdertotal aggregate voting power of capital stock entitled to vote in the election of directors of the continuing or surviving corporation immediately after the consolidation or merger. Notwithstanding the foregoing, it is agreed and understood that a sale of assets of SCPI shall not be deemed to result in a Change of Control.

Put Option. In the event Each of a Prohibited Transfer by a Principal ShareholderCIBC, a Holder MG Fund, WV and DVI shall have the right (the "Put Option") at any time after five years from the date hereof to require the Corporation to purchase from CIBC, MG Fund, WV or DVI, as the case may be, all, but shall not be obligated) to sellless than all, to the Principal Shareholder who made the Prohibited Transferof CIBC's, a number of Common MG Fund's, WV's or DVI's Shares (either directly or through conversion hereinafter in Sections 7.7, 7.8 and 7.9 referred to as the "Putting Shareholder"). Any purchase of Preferred Shares) equal to the number of Putting Shareholder's Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to accordance with this Section 15by the Corporation, assuming or, if the Holder elected Shareholders elect in accordance with subsection 7.7(c), by the Shareholders (such Shareholders or the Corporation, as the case may be, being hereinafter referred to exercise its co-sale rights under in this Section 15.2 to their fullest extent. Such sale as the "Purchaser(s)"), shall be made on subject to the following terms and conditions:, notwithstanding the provisions of Section 7.2. 15.6.1 The (a) the Put Option shall be exercised by the Putting Shareholder giving to the Corporation and each of the other Shareholders notice in writing (in this Article called the "Put Notice") of the Putting Shareholder's intention to exercise the Put Option; (b) the Put Notice shall also set forth the Putting Shareholder's best estimate, stated in dollars, of the Fair Market Value of its Shares, which, subject to Section 7.8, shall be the purchase price per share payable by the Purchaser(s); (c) the Shareholders other than the Putting Shareholder shall have the option, exercisable in writing to purchase the Putting Shareholder's Shares, in place of or in addition to the Corporation, in such proportions as may be specified in a notice given by the Shareholders other than the Putting Shareholder to the Putting Shareholder and to the Corporation within 30 days of receipt of the Put Notice. If the Shareholders other than the Putting Shareholder so elect, such of them who 24 20 have elected to be Purchasers, shall be obligated to purchase the Putting Shareholder's Shares, but the Corporation shall not thereby be relieved of its obligation to purchase Putting Shareholder's Shares if the Shareholders who are the Purchasers fail to complete the transaction in accordance with this Section; (d) the purchase price shall be payable in full in cash or by certified cheque or bank draft at the time of completion of the transaction; (e) upon the completion of the transaction, the Putting Shareholder shall cause its nominee(s) to resign from all offices and positions with the Corporation and release the Corporation from any claims other than for contribution and indemnity; (f) the completion of the transaction shall take place at the offices of the Putting Shareholder, before or on the date being 120 days after the date on which the Putting Shareholder delivered the Put Notice, or if a Dispute Notice is duly given under Section 7.8, before or on the date being 45 days after determination of the purchase price in accordance with Section 7.8; (g) the Purchaser(s) shall use its best efforts to cause the Putting Shareholder to be fully released from all obligations under any guarantees or indemnities which may have been given by the Putting Shareholder for or in respect of any debts, liabilities or obligations of the Corporation, provided that if the Purchaser(s) are unable to obtain any such release then the Purchaser(s) shall indemnify the Putting Shareholder against any loss it may suffer or incur as a result of having given any said guarantee or indemnity; and (h) in the event that the Putting Shareholder exercises the Put Option and all of the Putting Shareholder's Shares are to be sold not acquired by either the Corporation or the Shareholders in accordance with this Section 7.7, without prejudice to any such Principal other rights which the Putting Shareholder may have, the provisions of Section 7.9 shall be equal to apply. All of the price per share paid by the purchaser to such Principal Shareholder Shareholders hereby agree that in the Prohibited Transfer. Such Principal Shareholder shall also reimburse event that any of CIBC, MG Fund, WV or DVI exercise the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights Put Option under this Section 15.6. 15.6.2 Within 90 days after 7.7, the earlier rights of all Shareholders under the redemption provisions contained in section 6 of the dates on which the Holder (i) received notice from such Principal Shareholder Series A and Series B Preferred Share provisions of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge Company included in Schedule A to the Articles of the Prohibited TransferCompany as amended January 21, the Holder shall, if exercising the put option created hereby, deliver to 2000 shall be suspended until such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure time as all of the Holder to exercise Company's obligations in connection with the put option in such 90-day period Put Option so exercised shall constitute a waiver of the Holder’s right under this Section 15.6have been discharged. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. 9.6.1 In the event of a Prohibited Transfer by Termination Event or immediately prior to a Principal ShareholderTermination Event or an Advisor Termination Event, a Holder the Series B Limited Partners shall have the right (but shall not be obligatedthe “Put Right”) to sell, sell all or a portion of their Series B Limited Units (a “Put Unit”) to the Principal Shareholder who made the Prohibited TransferPartnership for cash, at a number of Common Shares (either directly or through conversion of Preferred Shares) price equal to the number fair market value as set forth in Section 9.6.4. The Series B Limited Partners may, in their sole discretion, elect to take the consideration offered in the Termination Event. The Put Right shall be exercised pursuant to a notice (the “Put Notice”) delivered by a Series B Limited Partner to the General Partner. An assignee of Shares a Series B Limited Partner shall receive the Put Right set forth in this Section 9.6. In connection with any exercise of such Put Right by an assignee of a Series B Limited Partner, the fair market value of the Put Units shall be paid by the Partnership directly to such assignee and not to the Series B Limited Partner from which such assignee acquired its Put Units. 9.6.2 Within 30 days after the delivery of the Put Notice by a Series B Limited Partner to the General Partner under this Section 9.6, the Partnership shall transfer and deliver the fair market value of the Put Units to such Series B Limited Partner or, as applicable, its assignee, whereupon the Partnership shall acquire the Put Units of such Series B Limited Partner or, as applicable, its assignee, and such Put Units shall no longer be considered outstanding. 9.6.3 Each Series B Limited Partner represents, warrants and certifies that it has, and will have, marketable and unencumbered title to its Put Units, free and clear of any liens or the rights or interest of any other Person and covenants and agrees to deliver its Put Units free of any such items. Each Series B Limited Partner further represents, warrants and certifies that it has, and will have, the full right, power and authority to transfer and surrender its Put Units and that it has obtained, and will obtain, the consent or approval of all Persons, if any, having the right to consent to or approve of such transfer and surrender. The Partnership shall have no obligation to acquire Put Units (i) to the extent that any such Put Units are subject to any liens, encumbrances or the right or interest of any other Person or (ii) in the event that the Holder would have been entitled Series B Limited Partner shall fail to transfer give the Partnership adequate assurances that such Put Units are not subject to any such liens, encumbrances or the right or interest of any other Person or shall fail to fully indemnify the Partnership as set forth below; provided, however, the Partnership may, in its sole discretion, acquire Put Units subject to a lien, encumbrance or right of another Person and in such case the Partnership shall reduce the fair market value of the Put Units paid to the proposed purchaser Series B Limited Partner by the amount of the lien, encumbrance or right of any other Person. The Series B Limited Partner agrees to indemnify and hold the General Partner and the Partnership harmless from and against any and all liabilities, charges, costs and expenses relating to such Series B Limited Partner’s Put Units or the exercise of its Put Right including, without limitation, with respect to any liens, encumbrances or rights or interests of other Persons. Each Series B Limited Partner further agrees that, in the Prohibited Transfer event any state or local transfer tax is payable as a result of the transfer of its Put Units to the Partnership pursuant to the exercise of the Put Right, such Series B Limited Partner shall assume and pay such transfer tax. 9.6.4 The value of the Put Units being sold pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder 9.6 shall be equal to the price amount the Series B Limited Partners would have received if all of the assets of the Partnership were sold at the Transaction Value, all liabilities of the Partnership were paid in full and all remaining funds were distributed to the Partners in accordance with this Agreement. In the event that the Put Units being sold pursuant to this Section 9.6 have the right to the amounts set forth in Sections 6.3.1, 6.3.2 and 6.3.3, such net amounts shall be presumed to be the same value assigned to the per share paid Common Limited Partnership Unit pursuant to the Transaction Event. The fair market value of a Put Unit shall be determined by agreement between the Partnership and a majority of the Series B Limited Partners who are making an election pursuant to this Section 9.6. If the Partnership and a majority of the Series B Limited Partners who are making an election pursuant to this Section 9.6 cannot agree upon the fair market value of the Put Units being sold pursuant to this Section 9.6 within 30 days, the fair market value thereof shall be determined by an independent accountant selected by the purchaser to such Principal Shareholder in Partnership and approved by a ​ ​ majority of the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred Series B Limited Partners who are making an election pursuant to any exercise this Section 9.6. The decision of the Holder’s rights under accountant selected pursuant to this Section 15.6. 15.6.2 Within 90 days after the earlier 9.6.4 will be final and binding and may be enforced by legal proceedings. The Partnership and a majority of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver Series B Limited Partners selling Put Units pursuant to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of 9.6 shall each compensate the certificate or certificates for the Shares to be sold by the Holder, accountant appointed pursuant to this Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder9.4.6 equally.

Put Option. (a) If the Stockholder's employment with Holdings and its Subsidiaries is terminated by Holdings or its Subsidiaries without Cause, by the Stockholder for Good Reason, or by reason of Stockholder's Disability, death or Retirement , in each case prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, then each of the Stockholder and the Stockholder's Permitted Transferees (hereinafter sometimes collectively referred to as the "STOCKHOLDER GROUP") shall have the right, subject to the provisions of Section 7.5 hereof, for 180 days following the date of termination due to death and for 90 days for any other termination described in this sentence, to sell to Holdings, and Holdings shall be required to purchase (subject to the provisions of Section 7.5 hereof), on one occasion from each member of the Stockholder Group, all (but not less than all) of the shares of Common Stock then held by such member, at a price per share equal to the applicable purchase price determined pursuant to Section 7.3(c). (b) If the Stockholder Group desires to exercise its option to require Holdings to repurchase shares pursuant to Section 7.2(a), the members of the Stockholder Group shall send one written notice to Holdings setting forth the intention to sell all of their shares of Common Stock pursuant to Section 7.2(a) within the applicable period described therein, which notice shall include the signature of each member of the Stockholder Group (other than the Stockholder if deceased or incompetent, in which case the signature of such Stockholder's authorized representative). Subject to the provisions of Section 7.5, the closing of the purchase shall take place at the principal office of Holdings on a date specified by Holdings no later than the 60th day after the giving of such notice. (c) In the event of a Prohibited Transfer purchase by Holdings pursuant to Section 7.2(a), the purchase price shall be a Principal Shareholder, a Holder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) price per share equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise Fair Market Value (measured as of the Holder’s rights under this Section 15.6Termination Date). 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. 4.1 At any time between the twelfth (12th) month anniversary of the effective date of this Agreement, and the expiration period established in Section 4.3, Madera shall be entitled to contribute (the "PUT OPTION") to the capital of Cardinal all of the Shares then owned by Madera (the "PUT SHARES") for a Class A Limited Partnership Interest (the "Interest"). Attached hereto as Exhibit A is the Agreement of Limited Partnership of Cardinal. In the event Madera exercises its put option under this Section 4, the Agreement of a Prohibited Transfer by a Principal Shareholder, a Holder Limited Partnership of Cardinal shall have be amended to reflect the right following: (but a) The Interest shall not be obligated) entitled to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) receive distributions in an amount equal to (the "PRIORITY POSITION"): (i) forty cents (U.S.$.40) multiplied by the number of Put Shares contributed by Madera to Cardinal LESS (ii) any cash dividends, cash distributions or other consideration received by Madera from UniMark with respect to the Put Shares. In addition, during the period that the Holder would have Put Option has been exercised without distributions to Madera, the Interest shall be entitled to transfer receive distributions in an amount equal to 6.0% per annum multiplied by the unpaid Priority Position. (b) Upon the entire amount of the distributions under (a) being made, the holder of the Interest shall be entitled to no further distributions from Cardinal and the Interest shall be assigned to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale nominee of Cardinal or otherwise be extinguished. (c) No distribution shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder other partner of Cardinal so long as the holder of the Interest has not received the entire amount of distributions provided under (a). (d) Approval of the holder of the Interest shall be equal required if Cardinal proposes to incur any indebtedness or other obligations which would significantly impair the ability of Cardinal to make the distributions under (a) with respect to the price per share paid Interest. (e) Any income realized by Cardinal in any fiscal year shall be allocated to the purchaser Interest to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder extent distributions are made with respect thereto. (f) On a dissolution of Cardinal, the holder of the Interest shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant be entitled to any exercise of the Holder’s rights distributions under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (ia) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order extent such distributions remained unpaid prior to any distributions to the partners of the HolderCardinal.

Put Option. In the event of a Prohibited Transfer by a Principal Shareholder, a Holder (a) Any Purchaser shall have the right to cause the Company to redeem a portion of such Purchaser's Shares, at any time and from time to time, after May 3, 2002 at 100% of the Stated Value, together with all accrued and unpaid dividends thereon through the date of redemption plus a Put Premium (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a as defined below). The maximum number of Common Shares (either directly or through conversion Shares, expressed as a percentage of Preferred Shares) equal to the total number of Shares issued, that may be redeemed in any of the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer periods set forth below pursuant to this Section 153.20 is set forth in the table below. To achieve such a result, assuming no Purchaser, for any period set below, may request redemption of more than that percentage, set forth below, of its Shares held as of the Holder elected beginning of such period. In addition, each Purchaser may request only up to exercise its co-sale rights under Section 15.2 to their fullest extentthree such redemptions during any of the periods set forth below. Such sale The "Put Premium" shall be made an additional payment by the Company to the Purchaser in an amount such that when added to the total dividends paid to such Purchaser through the date of redemption will yield an annual percentage rate of return ("Total Return") to such Purchaser set forth below opposite the period in which such redemption occurs. Whereas all dividends paid on the following terms Shares shall be cash dividends, the additional amount represented by the Put Premium may, at the option of the Purchaser, be paid in cash or in shares of registered Common Stock. Redemption Maximum Percentage Date of Shares Redeemed Total Return May 3, 2002 - May 4, 2003 33% 18% May 3, 2003 - May 4, 2004 66% 19% May 3, 2004 and conditions:thereafter 100% 20% 15.6.1 The price per share at which the (b) If any Shares are to be sold redeemed pursuant to any such Principal Shareholder this Section 3.20, notice thereof (the "Redemption Notice") shall be equal sent at least 90 days prior to the price per share paid by date requested for redemption (the purchaser "Redemption Date") to such Principal Shareholder the Company. The Redemption Notice shall state the Redemption Date and whether the Purchaser wishes to receive the Put Premium in cash or registered Common Stock. At any time prior to the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited TransferRedemption Date, or (ii) otherwise obtained actual knowledge of such later date if the Prohibited TransferCompany fails to redeem such Shares on the Redemption Date, the Holder shall, if exercising Purchaser may retract the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option Redemption Notice and submit a Conversion Notice in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6lieu thereof. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.

Put Option. In (a) Subject to the event conditions set forth in this Section 2 and prior to the termination o of these rights set forth in Section 3, below, upon notice from the Investors holding a Prohibited Transfer by a Principal Shareholdermajority of the outstanding Total Shares, a Holder such holders shall have the right (but shall not be obligated) to sellrequire the Company, to the Principal Shareholder who made extent the Prohibited TransferCompany shall have sufficient funds legally available therefor as reasonably determined by the Board, a number to redeem all outstanding Shares, in whole but not in part, at an amount per share, payable in cash, determined in accordance with the following redemption prices (plus, in each instance, all declared and unpaid dividends): Year Redemption Price ---- ----------------- 1998 $2.0875 1999 $2.0040 2000 $1.9205 2001 $1.8370 2002 and thereafter $1.6700 Notwithstanding the foregoing, the holders shall have the right to require redemption of Common the Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming 2 only upon the Holder elected to exercise its cooccurrence of any of the following events during any twelve-sale rights under Section 15.2 to their fullest extent. Such sale shall be made month period beginning on the following terms Issue Date and conditionseach anniversary of the Issue Date in any of the years indicated above: 15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received If the Company shall file a petition in bankruptcy or for reorganization or for an arrangement or any composition, readjustment, liquidation, dissolution or similar relief pursuant to the Federal Bankruptcy Code of 1978, as amended, or under any similar present or future federal law or the law of any other jurisdiction or shall be adjudicated a bankrupt or become insolvent, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or for all or any substantial part of its property, or the Company shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take any corporate action, as the case may be, in furtherance of any of the foregoing; or (ii) If a petition or answer shall be filed proposing the adjudication of the Company as a bankrupt or its reorganization or arrangement, or any composition, readjustment, liquidation, dissolution or similar relief with respect to it pursuant to the Federal Bankruptcy Code of 1978, as amended, or under any similar present or future federal law or the law of any other jurisdiction applicable to the Company, and the Company shall consent to or acquiesce in the filing thereof, or such petition or answer shall not be discharged or denied within 60 days thereof; or (iii) If a decree or order is entered by a court having jurisdiction (A) for the appointment of a receiver or custodian or liquidator or trustee or sequestrator or assignee (or similar official) in bankruptcy or insolvency of the Company or of all or a substantial part of its property, or for the winding-up or liquidation of its affairs, and such decree or order shall have remained in force undischarged and unstayed for a period of 60 days, or (B) for the sequestration or attachment of any property of the Company without its return to the possession of the Company or its release from such sequestration or attachment within 60 days thereafter; or (iv) The Company shall (A) default in the payment of principal or interest on any Indebtedness owed to any Person of $100,000 or more beyond the applicable period of grace, if any, or (B) fail to observe or perform any covenant or agreement contained in any agreement(s) or instrument(s) relating to any Indebtedness of $100,000 or more in the aggregate within any applicable grace period, or any other event shall occur, if the effect of such failure or other event is to accelerate, or to permit the holder of such Indebtedness or any other person to accelerate, the maturity of $100,000 or more in the aggregate of such Indebtedness; or $100,000 or more in the aggregate of any Indebtedness shall be, or if as a result of such failure or other event may be, required to be prepaid (other than by regularly scheduled required prepayment) in whole or in part prior to its stated maturity; or (v) If the Purchaser is one of the ▇▇▇▇▇ Funds, the failure of a representative or designee of the ▇▇▇▇▇ Funds to be serving as a director of the Company under the terms of The Note Purchase Agreement dated December 18, 1997 between the Company and the ▇▇▇▇▇ Funds, as amended (the "Note Agreement"), which situation continues for a period of five days or more, provided that such failure is not the result of the ▇▇▇▇▇ Funds' failing to designate such a representative or designee. (vi) A final judgment or judgments entered by a court of competent jurisdiction for the payment of money aggregating in excess of $100,000 is or are outstanding against the Company and any one such judgment in excess of $100,000 has, or such judgments aggregating in excess of $100,000 have, remained unpaid, unvacated, unbonded, or unstayed by appeal or otherwise for a period of 30 days from the date of entry; or (vii) The failure of the Common Stock to be listed on the NASDAQ National Market System or Small Cap Market (unless the Common Stock is then listed on the New York Stock Exchange or the American Stock Exchange); or (viii) If there occurs a Change in Control. (b) The Company shall notify each Investor promptly following the occurrence of any of the foregoing events. All outstanding Shares shall be redeemed 30 days after receipt by the Company of the notice from the Investors (the "Mandatory Redemption Date"). If the Company does not have sufficient available funds for redemption pursuant to this Section 2, as reasonably determined by the Board, to redeem all outstanding Shares, the Company shall redeem such Principal Shareholder number of Shares as determined by the Board. Periodically, and at least at each anniversary date of the Prohibited Transferinitial redemption date of the Shares the Company shall redeem such additional number of Shares, as determined by the Board at such time, until all Shares held by Investors on the date such notice is given by Investor are redeemed. During the period beginning on the date the Company receives a written request for redemption pursuant to this Section 2 and until all Shares held by Investors have been redeemed, the Company shall not, without the written consent of holders of a majority of the outstanding Shares owned by Investors, (i) make any capital expenditures in excess of the amount approved by the Board in the Company's annual budget or (ii) otherwise obtained actual knowledge acquire any entity or any assets of any business in any transaction or series of related transactions if the aggregate acquisition price is greater than $1,000,000. (c) In the event that, within six months after the date of redemption of Shares owned by Investors pursuant to this Section 2, there shall be (i) a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the Prohibited Transferindividuals and entities who were the respective Beneficial Owners of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, Beneficially Own, directly or indirectly, more than 50% of the Holder shallcombined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company resulting from such reorganization, merger or consolidation, (ii) an acquisition by any Person or "group" (as that term is defined in Section 13(d) (3) of the Exchange Act) of more than 30% of the capital stock, assets or property of the Company (determined by the net book value of such assets or property as of the most recently prepared balance sheet of the Company, (iii) a plan of liquidation approved by the Board, or (iv) a public announcement of any of the transactions specified in (i) through (iii) above, and such transaction is consummated within six months after the date of such public announcement, then the Company shall promptly pay to the holders of the Shares whose shares were redeemed, an amount in respect of each share of Common Stock as of the date of redemption equal to the excess, if exercising any, of (in the put option created herebycase of a transaction described in clause (i) or (iii)) the Fair Market Value of the consideration per share of Common Stock received or receivable in such transaction by the Company or the holders of the Company's capital stock, deliver or (in the case of a transaction described in clause (ii)) the Current Market Price for the five Trading Days immediately preceding the date of consummation of the transaction over the redemption price of the Shares held by Investors paid to such Principal Shareholder holders in accordance with the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure terms of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.62. 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.