Common use of Put Option Clause in Contracts

Put Option. Upon the earlier of (i) the closing of a Fundamental Transaction; (ii) an assignment by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble in the form of the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence same.

Put Option. Upon (a) Commencing July 1, 1999 (the earlier "First Put Date"), and continuing for a period of forty-five (45) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and sixteen & 6/10 percent (116.6%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the closing number of a Fundamental Transaction; Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) an assignment by the Company for the benefit of its creditorsaggregate Put Price, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; and (iii) the date, not earlier than twenty (any uncured Event 20) Trading Days and not later than forty-five (45) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of Default under any thirty (30) days thereafter, each holder of the Transaction Documents; or Note shall have a second right (ivthe "Second Put Right") to request that the first anniversary Company repurchase all, but not less than all, of the Initial Exercise Date if no Registration Statement attempting Note outstanding at a price equal to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 one hundred and nineteen & 6/10 percent (119.6%) of the Exchange Act, Holder shall maintain, at its option principal amount thereof plus accrued and unpaid interest thereon (but not obligationthe "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back by delivering to the Company a written notice specifying (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (xi) the number of Warrant Conversion Shares that are subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on to the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5Option, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Option Date less interest bearing indebtedness plus cash; or Price, and (iii) the valuation given in connection with any equity raise commenced or closed prior to date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company cannot legally comply with delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option or otherwise fails Option, and (ii) the Company shall deliver to comply with the terms hereofPurchasers, upon Holder's electionin immediately available funds, the applicable Put Option Price. The purchase price for any Put Right shall automatically become a not▇ ▇▇▇▇ble be paid in four (4) equal monthly installments on the form last Business Day of each month commencing on the Debenture (of even date herewith entered into by and between these parties) for first full month following the First Put Option Price Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence sameof ten percent (10%) per annum.

Put Option. (a) Upon the earlier termination of Executive's employment (i) by the closing of a Fundamental Transaction; Partnership without Cause, (ii) an assignment by the Company Executive for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, Good Reason or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) on account of Executive's death or disability (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective as determined by the SEC in accordance with Section 12 of the Exchange ActGeneral Partner) (each, Holder shall maintainan "Involuntary Termination"), at its option all Unvested Units which would have vested (but not obligation), for such termination) during the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on 365-day period immediately following the date of such notice Involuntary Termination will automatically be deemed to become vested and at the option of Executive and/or one or more of Executive's Permitted Transferees, the Execu tive and/or one or more of Executive's Permitted Transferees may require the Partnership to purchase all Securities (other than Unvested Units) held by Executive and/or one or more of Executive's Permitted Transferees pursuant to the "PUT OPTION DATE"terms and conditions set forth in this paragraph 4. Upon any such Termination, all Unvested Units (determined after taking into account the accelerated vesting described in the foregoing sentence) divided by will be forfeited to the total number of shares of Common Stock issued Partnership and outstanding on deemed canceled without consideration. (b) The purchase price for all Securities (other than the Put Option Date; and (yUnvested Units) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall will be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; Original Cost of such Securities and (ii) 7 times the CompanyFormula Value for such Securities. (c) In the event that Executive or one or more of Executive's total annual revenue Permitted Transferees does not elect to exercise this put option within ninety (90) days following an Involuntary Termination by providing the Partnership with written notice (the "Put Notice") of Executive's and/or one or more of Executive's Permitted Transferee's election to exercise this put option, the right to exercise such put option will expire. The Put Notice will set forth the number of Securities held by Executive and/or Executive's Permitted Transferees required to be purchased by the Partnership from each such holder of Securities. Within 45 days after receipt of the Put Notice by the Partnership, the Partnership will deliver written notice (the "Put Reply Notice") to Executive and/or Executive's Permitted Transferees, as applicable, setting forth the aggregate consideration to be paid for the Company's most recent fiscal year ending prior Securities held by each such holder and the time and place for the closing of the transaction. (d) The closing of the purchase of the Securities pursuant to the Put Option Date shall take place on the date designated by the Partnership in the Put Reply Notice, which date shall not be more than 60 days nor less than five days after the delivery of the Put Reply Notice, subject to the provisions of subparagraph 4(f). The Partnership will pay for the Securities to be purchased pursuant to the Put Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable in up to three equal annual installments, beginning on the first anniversary of the closing of such purchase, and bearing interest bearing indebtedness plus cash; (payable quarterly) at a rate per annum equal to the prime rate announced from time to time by Canadien Imperial Bank of Commerce but in no event will such rate be less than the applicable federal rate in effect at such time or (iii) both (i) and (ii), in the valuation given in connection with any equity raise commenced or closed prior aggregate amount of the purchase price for such Securities to the Put Option Dateholder(s) of such Securities. In The purchaser(s) of such Securities hereunder will be entitled to receive customary representations and warranties from the event sellers regarding such sale and to require all sellers' signatures be guaranteed. (e) The right of the Company cannot legally comply with Executive and/or Executive's Permitted Transferees to require the Put Option Partnership to repurchase Securities pursuant to this paragraph 4 shall terminate upon the first to occur of the Sale of the Partnership or a Qualified Public Offering. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Securities by the Partnership shall be subject to applicable restrictions contained in the Delaware Revised Uniform Limited Partnership Act and in the Partnership's equity or debt financing agreements as in effect on the date hereof. If any such restrictions prohibit the repurchase for cash of Partnership Securities under this Section 4 which the Partnership is otherwise fails required to comply with make or prohibit payments on the terms hereof, upon Holder's electionsubordinated note described in subparagraph (d) above, the Put Option Partnership will use reasonable efforts to obtain the waiver of such restrictions, shall automatically become a not▇ ▇▇▇▇ble in not be obligated to repurchase such Securities hereunder for cash or make cash payments on such notes until such time when the form of the Debenture (of even date herewith entered into by Partnership is not prohibited from doing so and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees shall make such repurchases or cash payments on such notes as soon as it is permitted to execute and deliver do so under such debenture or other documents to evidence samerestrictions.

Put Option. Upon (a) Subject to Section 3.1 hereof, at any time on and from the earlier of (i1) the closing of a Fundamental Transaction; date falling 10 months from the date hereof (ii) an assignment or any later date as may be agreed in writing between the Parties from time to time, including by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC electronic mail in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option clause 5.4 below or otherwise) and (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x2) the number occurrence of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble ▇▇ Insolvency Event, until the date falling 36 months from the date hereof (the “Option Period”), the Holder shall have the right (such right, the “Option”), but not the obligation, to exercise an option to sell to the Purchaser the Put Exercise Percentage (as set out in the form relevant Exercise Notice) of all the rights and interests in respect of the Debenture Investment (which Option may be exercised any number of even times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of each of the following: (i) ownership of all Securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date herewith entered hereof; (ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iii) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto in each case as adjusted to take into by account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Conversion Securities or conversion rights, (the above, the “Option Interests” and between these parties) the Put Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) The Put Option Price at Exercise Percentage set out in each Exercise Notice shall not exceed the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence same.Put Exercise Percentage Cap

Put Option. Upon (a) Quiksilver irrevocably promises to the earlier of (i) Family Group that it shall buy, at the closing of a Fundamental Transaction; (ii) an assignment by the Company for the benefit of its creditorsFamily Group's request, the insolvency all of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Family Group Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION"), in accordance with the terms defined in this Article 5. (b) for cash The Put Option thus granted may be exercised by the Family Group (i) in an amount equal to: the product obtained event of a continued failure by multiplying Quiksilver to perform any of its obligations under this Agreement or the Pledge of Quiksilver Shares, and (xii) as of the number expiration date of Warrant Shares subject hereto on a period of five (5) years and fifteen (15) days after the date of such notice this Agreement (the "PUT OPTION EXERCISE DATE" and, together with the events listed in (i), a "PUT OPTION EVENT"). (c) divided by the total number of shares of Common Stock issued and outstanding on The Family Group may only exercise the Put Option Date; once and (y) the Fair Market Value only for all of the Company Family Group Shares (and not for a portion of them) at any time during the "PUT OPTION PRICE")period beginning on the occurrence of a Put Option Event and ending on the date that no Put Option Event is continuing. If the relevant Put Option Event is the occurrence of the Put Option Exercise Date, the Put Option may be exercised at any time after the Put Option Exercise Date and no later than seventy-five (75) days after that date. The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5become null and void if it has not been previously exercised, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times on the Company's total revenue for date of the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; Notice of Call, or (ii) 7 times at the Company's total annual revenue for end of the Company's most recent fiscal year ending prior seventy-five-day (75-day) period referred to hereinabove. (d) If the Family Group wishes to exercise the Put Option Date less interest bearing indebtedness plus cash; or Option, it shall notify Quiksilver of its intent to do so (iiithe "NOTICE OF PUT") during the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble applicable exercise period in the form set forth in Article 7.5(a). Quiksilver shall have a period of fifteen (15) days from receipt of the Debenture Notice of Put in order to notify the Family Group of either (i) the amount of even date herewith entered into by and between these parties) for the Exercise Price of the Put Option, or (ii) of Quiksilver's desire to exercise the Call Option, rather than to allow the Family Group to exercise the Put Option. The Notice of Put shall constitute an irrevocable commitment on the part of the Family Group to sell the Family Group Shares to Quicksilver or to any party designated by Quicksilver, which Quicksilver accepts. (e) If, pursuant to section (ii) of paragraph (d) hereinabove, Quiksilver should exercise the Call Option Price within fifteen (15) days from the receipt of the Notice of Put pursuant to paragraph (d) hereinabove, the Family Group shall sell the Family Group Shares to Quiksilver, who shall acquire them from the Family Group within thirty (30) days of the Notice of Put, at the interest rate and term stated thereinExercise Price of the Call Option. (f) If Quiksilver should fail to exercise the Call Option within fifteen (15) days of the Notice of Put, and Company hereby agrees the Family Group shall sell the Family Group Shares to execute and deliver such debenture or other documents to evidence sameQuiksilver, who shall acquire them from the Family Group within thirty (30) days of the Notice of Put, at the Exercise Price of the Put Option.

Put Option. Upon Employer Securities that are not readily tradable on an established market when distributed shall be subject to the earlier of following put option. The put option must: (i) Be exercisable by a Participant or his donee or a person, estate or distributee to whom the closing Employer Security passes by reason of a Fundamental Transaction; death (the "Optionor"); (ii) Permit the Optionor to put the Employer Securities to the: (a) Employer provided, however, that the put option may grant the Plan an assignment option to assume the Employer's rights and obligations at the time of exercise; (b) A third party (for example, a Related Employer or a non-Plan shareholder) that has substantial net worth at the time the Exempt Loan is made and whose net worth is reasonably expected to remain substantial if it is known at the time an Exempt Loan is made that Federal or state law shall be violated by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; Employer's honoring such put option; (iii) if the Employer Securities were acquired with the proceeds of an Exempt Loan, be exercisable at least during a 15-month period which begins on the date the Employer Securities subject to the put option are distributed by the Plan, excluding any time when the Optionor is unable to exercise the option because the party in (any uncured Event of Default under any of ii) above is prohibited by law from honoring it (subject to the Transaction Documents; or notice provisions in Treasury Regulation Section 54.4975-7(b)(1l)(ii) for publicly traded securities which cease to be so during that 15-month period); (iv) if the first anniversary Employer Securities were not acquired with the proceeds of an Exempt Loan, be exercisable for an initial period of at least sixty (60) days following the date of distribution of the Initial Exercise Date Employer Securities, and if no Registration Statement attempting to register necessary, for a second period of at least sixty (60) days in the Underlying Shares has been declared effective following Plan Year after the new determination of the fair market value of the Employer Securities by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written Advisory Committee and notice to the Company, to Optionor of the new fair market value; (v) Exercised by the Optionor by notifying the Employer in writing that the put this Warrant option is being exercised; (or vi) Exercisable at least what portion remains thereofthe value of the Employer Securities as determined under Section 11.6(a); and (vii) back Have payment terms as provided in Section 11.4. Payment to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided Optionor may be restricted only by the total number terms of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or an Exempt Loan, unless otherwise required by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble in the form of the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence samestate law.

Put Option. Upon (a) Commencing July 1, 1999 (the earlier "First Put Date"), and continuing for a period of forty-five (45) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and seventeen & 7/10 percent (117.7%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the closing number of a Fundamental Transaction; Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) an assignment by the Company for the benefit of its creditorsaggregate Put Price, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; and (iii) the date, not earlier than twenty (any uncured Event 20) Trading Days and not later than forty-five (45) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of Default under any thirty (30) days thereafter, each holder of the Transaction Documents; or Note shall have a second right (ivthe "Second Put Right") to request that the first anniversary Company repurchase all, but not less than all, of the Initial Exercise Date if no Registration Statement attempting Note outstanding at a price equal to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 one hundred and twenty & 7/10 percent (120.7%) of the Exchange Act, Holder shall maintain, at its option principal amount thereof plus accrued and unpaid interest thereon (but not obligationthe "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back by delivering to the Company a written notice specifying (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (xi) the number of Warrant Conversion Shares that are subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on to the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5Option, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Option Date less interest bearing indebtedness plus cash; or Price, and (iii) the valuation given in connection with any equity raise commenced or closed prior to date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company cannot legally comply with delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option or otherwise fails Option, and (ii) the Company shall deliver to comply with the terms hereofPurchasers, upon Holder's electionin immediately available funds, the applicable Put Option Price. The purchase price for any Put Right shall automatically become a not▇ ▇▇▇▇ble be paid in four (4) equal monthly installments on the form last Business Day of each month commencing on the Debenture (of even date herewith entered into by and between these parties) for first full month following the First Put Option Price Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence sameof ten percent (10%) per annum.

Put Option. Upon (a) Subject to Section 3.1 hereof, at any time on and from the earlier of (i1) the closing of a Fundamental Transaction; date falling 10 months from the date hereof (ii) an assignment or any later date as may be agreed in writing between the Parties from time to time, including by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC electronic mail in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option clause 5.4 below or otherwise) and (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x2) the number occurrence of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble ▇▇ Insolvency Event, until the date falling 36 months from the date hereof (the “Option Period”), the Holder shall have the right (such right, the “Option”), but not the obligation, to exercise an option to sell to the Purchaser the Put Exercise Percentage (as set out in the form relevant Exercise Notice) of all the rights and interests in respect of the Debenture Investment (which Option may be exercised any number of even times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of each of the following: (i) ownership of all Securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date herewith entered hereof; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto in each case as adjusted to take into by account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and between these parties) the Put Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) The Put Option Price at Exercise Percentage set out in each Exercise Notice shall not exceed the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence samePut Exercise Percentage Cap.

Put Option. Upon 1.1 The Purchaser hereby irrevocably commits to acquire from the Seller the Sale Securities in accordance with the terms and subject to the conditions set forth in the SPA (the “Put Option”). The consideration to be paid by the Purchaser to the Seller for the Sale Securities in accordance with the terms of and subject to the conditions set forth in the SPA if the Put Option is exercised shall be equal to the Consideration. 1.2 By countersigning this Deed, the Seller accepts the Put Option solely as an option without any undertaking to exercise it. 1.3 The Put Option shall remain valid until the earlier of (i) the closing date that is ten (10) Put Option Business Days after completion of a Fundamental Transactionboth the Consultation Process and the Employee Notification Process (as such terms are defined below) in accordance with the terms of this Deed; and (ii) an assignment the expiry of a twelve (12) month period from the date hereof (the “Option Period”). 1.4 The Put Option may be exercised at any time until the end of the Option Period by written notice in the form attached hereto as Schedule 2 sent by the Company for Seller to the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC Purchaser in accordance with Section 12 the provisions of clause 15.15 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company SPA (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided Exercise Notice”). 1.5 If no Exercise Notice has been sent by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value end of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's electionPeriod, the Put Option shall automatically become a not▇ ▇▇▇▇ble lapse without any action on the part of any party to this Deed, and each party shall be released from its obligations under this Deed and no party shall have any claim against the other under it with no costs, indemnity or penalties of any kind payable to or by any party save as (i) set out in paragraphs 3.8 and 3.9 (as applicable); or (ii) in the form case of a prior breach of this Deed (other than a breach of paragraphs 4, 5, 6 and 7) and save for the provisions of paragraphs 10, 11, 12 and 13 which shall continue to apply in accordance with their terms. For the avoidance of doubt, in the event that the Seller Termination Payment is payable in accordance with the terms of this Deed following the lapse of this Deed in accordance with this paragraph 1.5, the provisions of paragraph 8 shall continue to apply until the Seller Termination Payment has been made. 1.6 If an Exercise Notice has been sent by the end of the Debenture Option Period: (of even date herewith entered i) the Purchaser hereby irrevocably and unconditionally undertakes to (A) sign and enter into by and between these partiesthe SPA within five (5) for the Put Option Price at Business Days from the interest rate and term stated thereinreceipt of the Exercise Notice, and Company in any event to (B) acquire the Sale Securities from the Seller in accordance with the terms and subject to the conditions set forth in the SPA, and (ii) the Seller hereby agrees irrevocably and unconditionally undertakes to execute sign and deliver such debenture or enter into the SPA within five (5) Put Option Business Days from the receipt of the Exercise Notice. 1.7 The Purchaser hereby acknowledges that by countersigning this Deed, the Seller will not be bound by any obligation of any nature whatsoever in connection with the Transaction other documents to evidence samethan the Seller’s obligations under paragraphs 3, 4, 5, 7, 8 and 10.

Put Option. Upon the earlier of (i) For a period of eighteen (18) months from the closing date hereof (the “Put Option Period”), the Company shall have the option (the “Put Option”) to issue and sell to the Investor, and, subject to Section 2.3(b)(v), the Investor shall purchase from the Company, a number of a Fundamental Transaction; shares equal to the quotient obtained by dividing (a) Fifty Million Dollars ($50,000,000.00) (the “Put Option Purchase Price”) by (b) the Put Price (the “Put Shares”). (ii) an assignment The Company may exercise the Put Option only once and solely during the Put Option Period by delivering to the Investor written notice of such exercise (the “Put Exercise Notice”), which shall include (a) the Put Price and its calculation and (b) a certification from the chief executive officer or chief financial officer of the Company that, as of the date and time of the delivery of the Put Exercise Notice to the Investor, no event or circumstance has occurred or exists with respect to the Company, its Subsidiaries, or their respective businesses, properties, operations or financial condition, which has not been publicly announced or disclosed (other than such delivery of the Put Exercise Notice) and which, individually or in the aggregate, would constitute a Material Adverse Change or would reasonably be expected to have a material adverse effect on the trading price of the Common Stock. The delivery of the Put Exercise Notice shall be the Confidential Information of the Company. Any purported exercise of the Put Option by the Company for following the benefit date that is eighteen (18) months from the date hereof shall be void. (iii) The purchase and sale of its creditorsthe Put Shares shall take place remotely via the exchange of documents and signatures (the “Put Closing”) on the Business Day that is immediately following the third (3rd) Trading Day following which the Investor received the Put Exercise Notice, subject to the satisfaction of the conditions set forth in Sections 8.1 (other than clause (iii) thereof), 8.2 (provided that the Company shall be allowed to deliver an updated Disclosure Schedule dated as of the Put Closing Date in a form reasonably acceptable to the Investor with respect to the representations and warranties of the Company in Section 4), 8.3, 8.4, 8.5, 8.9, 8.10 (other than clause (ii) thereof), 8.12, 9.1 (other than clause (iii) thereof), 9.2, 9.3, 9.6 and 9.10 (other than clause (ii) thereof), in each case as if references therein to the “Closing”, the insolvency “Closing Date” and “Shares” were instead references to the “Put Closing”, the “Put Closing Date” and “Put Shares”, respectively, mutatis mutandis, have been satisfied or waived in writing by the Investor (except to the extent not permitted by law), or at such other time as agreed by both parties (the “Put Closing Date”). At the Put Closing, the Investor shall pay the Put Option Purchase Price by wire transfer of immediately available funds to one or more accounts specified by the Company on Exhibit C or such other account(s) as may be specified by the Company. (iv) At the Put Closing, upon confirmation of receipt of the Put Option Purchase Price by the Company, the inability Company shall issue the Put Shares in book-entry form to pay its debtsthe Investor. (v) Notwithstanding any other provision in this Section 2.1(b) to the contrary, if (A) the Put Price is equal to less than Eight Dollars ($8.00) or (B) the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; Put Price VWAP Threshold is equal to less than ninety percent (iii90%) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation)Put Price, the right, upon written notice Investor shall have the right to the Company, decline to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on purchase the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding Shares at the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereofClosing, upon Holder's election, whereupon the Put Option shall automatically become a not▇ ▇▇▇▇ble in be void, which right must be exercised prior to 11:59 PM (Eastern Time) on the form of third (3rd) Trading Day following which the Debenture (of even date herewith entered into by and between these parties) for Investor received the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence sameExercise Notice.

Put Option. Upon (a) Commencing August 1, 1999 (the earlier "First Put Date"), and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and nineteen & 3/10 percent (119.3%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the closing number of a Fundamental Transaction; Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) an assignment by the Company for the benefit of its creditorsaggregate Put Price, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; and (iii) the date, not earlier than twenty (any uncured Event 20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of Default under any thirty (30) days thereafter, each holder of the Transaction Documents; or Note shall have a second right (ivthe "Second Put Right") to request that the first anniversary Company repurchase all, but not less than all, of the Initial Exercise Date if no Registration Statement attempting Note outstanding at a price equal to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 one hundred and twenty one & 3/10 percent (121.3%) of the Exchange Act, Holder shall maintain, at its option principal amount thereof plus accrued and unpaid interest thereon (but not obligationthe "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back by delivering to the Company a written notice specifying (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (xi) the number of Warrant Conversion Shares that are subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on to the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5Option, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Option Date less interest bearing indebtedness plus cash; or Price, and (iii) the valuation given in connection with any equity raise commenced or closed prior to date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company cannot legally comply with delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option or otherwise fails Option, and (ii) the Company shall deliver to comply with the terms hereofPurchasers, upon Holder's electionin immediately available funds, the applicable Put Option Price. The purchase price for any Put Right shall automatically become a not▇ ▇▇▇▇ble be paid in four (4) equal monthly installments on the form last Business Day of each month commencing on the Debenture (of even date herewith entered into by and between these parties) for first full month following the First Put Option Price Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence sameof ten percent (10%) per annum.

Put Option. Upon 12.1 For good and valuable consideration, the earlier receipt and sufficiency of which are hereby acknowledged, each of the Top Tone Parties and Top Tone Holdings (ieach a "Put Party") shall, subject to the closing provisions of this Clause 12, have the irrevocable and unconditional right to require CME ME to purchase all or any part of its Ownership Interests in Top Tone Media and Zopal respectively at the Put Price (the "Put"). 12.2 Subject to Clause 15.3, the Put shall be exercisable at any time following the fifth anniversary of the date of this Agreement or at any time following the giving of a Fundamental Transaction; Call Notice otherwise than in respect of all of the Ownership Interests in Top Tone Media or in Zopal above an Ownership Interest of 6%, as applicable. 12.3 The right of a Put Party to exercise the Put is conditional upon the following: (iia) an assignment by the Company for the benefit neither Top Tone Holdings nor any of its creditorsAffiliates or, as the insolvency case may be, neither the Top Tone Parties nor any of the Company, the inability to pay its debts, or the filing their respective Affiliates being in material breach of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or ; (ivb) the first anniversary Put Party having full unencumbered right and title to its entire Ownership Interest in Top Tone Media or in Zopal, as applicable; and (c) no Event of Default shall have occurred and be continuing. 12.4 A Put Party may only exercise the Put by giving a written exercise notice (a "Put Notice") to CME ME. The Put Notice shall: (a) state that the Put Party is exercising the Put; (b) request CME ME nominate an Investment Bank for purposes of the Initial Exercise Date if 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 Interests of the Put Party in exchange of payment by CME ME of the Put Price, which (subject to such terms and conditions) shall occur on a date 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"). 12.5 Once given, a Put Notice shall be irrevocable. 12.6 If CME ME receives a Put Notice, CME ME may give written notice (an "Objection Notice") to the Put Party within ten (10) Business Days of the receipt of such Put Notice of any objections to the exercise of the Put. If such Objection Notice contains valid grounds for objection, the Put shall not be exercisable. If the grounds for objection specified in the Objection Notice are capable of remedy, the Put Party may remedy any such grounds for objection. If, following such a remedy, the Put Party wishes to exercise the Put, it shall recommence the process outlined in this Clause 12. 12.7 Within twenty (20) Business Days of receipt of a Put Notice (provided that no Registration Statement attempting to register the Underlying Shares Objection Notice containing valid grounds for objection has been declared effective by served), each of CME ME and Top Tone Holdings shall appoint an Investment Bank (in each case as an expert and not an arbitrator) for the SEC purposes of determining the Valuation. 12.8 CME ME and the Put Party shall instruct their respective Investment Banks to agree on common valuation parameters within fifteen (15) Business Days of appointment (which shall be limited to considerations of economic value only, on a "debt-free, cash-free" basis viewed as a passive investment without regard for any board or management positions or any share transfer restrictions). 12.9 CME ME and the Put Party shall use their commercially reasonable efforts to cause their respective Investment Banks to provide their valuations of the Ownership Interests within thirty (30) Business Days of agreeing the common valuation parameters. 12.10 In the event that a third Investment Bank is jointly appointed, CME ME and the Put Party shall use their commercially reasonable efforts to cause such Investment Bank to provide its valuation of the Ownership Interests within twenty (20) Business Days of its appointment based on the same valuation principles as referred to in Clause 12.8. 12.11 The consummation of the Put shall take place at such time and place as may be specified in the Put Notice in accordance with Section 12 the foregoing or otherwise agreed among the Parties. CME ME shall have no obligation to pay any portion of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice Put Price unless all conditions to the Company, to put this Warrant (or at least what portion remains thereof) back to exercise of the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued Put are satisfied and outstanding remain satisfied on the Put Option Closing Date; and (y) . CME ME shall pay the Fair Market Value full amount of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid to such bank account as is nominated in cash or by wire transmission writing for such purpose by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean Party. 12.12 The Parties agree that if they determine that the greater of (i) 7 times transfer and payment arrangements described herein are not structured properly to optimize the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior tax and accounting treatment to the Put Option Date less interest bearing indebtedness plus cash; level intended by the Parties, they shall cooperate in good faith to agree on and implement an alternative structure or (iii) the valuation given in connection with make any equity raise commenced or closed prior appropriate changes to the Put Option Dateexisting structure. In All such changes shall in all material respects result in maintaining the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble in the form same balance of commercial and economic interests of the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver Parties as existed before making any such debenture or other documents to evidence samechanges.

Put Option. Upon (a) In the earlier event, and ONLY in the event, that a Triggering Event shall have occurred and is continuing, during the Put Option Period, Nixon and/or his Permitted Transfere▇▇ ▇▇all have the right and option, but not the obligation (the "Put Option"), to cause the Purchaser and/or Blakey to redeem and repurchase, in ▇▇▇▇▇ or in part, all shares of Purchaser Common Stock owned of record by Nixon and/or his Permitted Transfere▇▇, ▇ll upon the terms and subject to the conditions hereinafter set forth. (b) The Put Option may be exercised by Nixon and/or his Permitted Transfere▇(▇) only in the event and to the extent that a Triggering Event shall have occurred and is continuing. Subject to the foregoing, the Put Option may be exercised by written notice from Nixon and/or his Permitted Transfere▇(▇) to the Purchaser and Blakey (the "Put Notice"), which Put ▇▇▇▇▇e shall set forth (i) the name of the Person(s) exercising such Put Option, and (ii) the number of shares of Purchaser Common Stock which Nixon and/or his Permitted Transfere▇ ▇▇▇hes the Purchaser and Blakey to redeem and repurchase. (c) The Purchaser shall, not later than thirty (30) days from receipt of the Put Notice, advise Nixon or his Permitted Transferee(s) ▇▇ ▇riting (the "Put Response Letter") as to (i) the date of the proposed closing of the redemption and repurchase of the aggregate number of shares of the Purchaser Common Stock subject to the Put Option and included in the Put Notice (the "Put Securities"), which date (the "Put Effective Date") shall be not later than ten (10) days from the date the EBITDA Statement is mutually agreed to between the parties; and (ii) the method of payment of the Put Option Price for such Put Securities on the Put Effective Date, and if such payment shall not be in cash by wire transfer of immediately available funds, appropriately detailed terms of payment and reasons for the deferral. In addition, the Purchaser will on or before the date of delivery of the Put Response Letter, instruct the independent accountants engaged by the Purchaser to (i) audit its financial statements, to conduct a special review and calculation of the EBITDA of the Purchaser and its consolidated Subsidiaries for the relevant Fiscal Year, and (ii) prepare and deliver the EBITDA Statement to the Purchaser and Nixon or his Permitted Transferee(s) ▇▇▇ later than 45 days from the date of the Put Response Letter. (d) Nixon and/or his Permitted Transfere▇(▇) shall have the right to review fully all work papers relating to the EBITDA Statement in order to confirm that such EBITDA Statement has been determined as provided herein. Nixon and/or his Permitted Transfere▇(▇) shall complete their review of such EBITDA Statement within thirty (30) days after such determination and related documentation have been made available for its review. If Nixon and/or his Permitted Transfere▇(▇) believe that any adjustment should be made to such EBITDA Statement in order for it be prepared in accordance with the requirements of this Agreement, Nixon and/or his Permitted Transfere▇(▇) shall give the Purchaser written notice of such adjustments. If the Purchaser agrees with the adjustments proposed by Nixon and/or his Permitted Transfere▇(▇), the adjustments shall be made to such EBITDA Statement. If there are proposed adjustments which are disputed by the Purchaser, then the Purchaser and Nixon and/or his Permitted Transfere▇(▇) shall negotiate in good faith to resolve all disputed adjustments. If, after a period of ten (10) days following the date on which Nixon and/or his Permitted Transfere▇(▇) gives the Purchaser written notice of any proposed adjustments, any such adjustments still remain disputed, Nixon and/or his Permitted Transferee(s) and the Purchaser will jointly engage a nationally recognized independent accounting firm (other than the accounting firm used by the Purchaser to prepare the EBITDA Statement) (the "Independent Accountant") to resolve any remaining disputed adjustments in accordance with this Agreement, and the decision of the Independent Accountant shall be final, binding and nonappealable on the parties hereto and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. All fees and expenses of the Independent Accountant incurred in connection with such resolution shall be split equally between the parties. (e) The per share price which the Purchaser shall be required to pay to Nixon or any of his Permitted Transf▇▇▇▇▇ upon the exercise of the Put Option during the Put Option Period (the "Put Option Price") shall be equal to the GREATER of (i) the closing of a Fundamental Transaction; $1.96 per share, (ii) an assignment by the Company for the benefit of its creditors, the insolvency 100% of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") Formula Value divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; shares of Purchaser Common Stock, and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with arithmetic average of the closing price of a share of the Purchaser Common Stock, as then traded on the National Association of Securities Dealers, Inc. OTC-Bulletin Board, The Nasdaq Stock Exchange, the American Stock Exchange or any equity raise commenced or closed prior other national securities exchange, for the twenty (20) consecutive trading days ending on the last business day immediately preceding the closing of the Put Effective Date (if publicly traded at such time). (f) On each occasion that a Put Notice shall be given, the Purchaser will undertake to pay the Put Option Price for the Put Securities in cash in immediately available funds on the Put Effective Date. In If, due to restrictions under applicable law or any credit agreement binding upon the event Purchaser, the Company cannot legally comply with Purchaser shall be unable to pay all of the Put Option Price in cash, or otherwise fails if such payment, if made by Purchaser, would have a substantial material adverse effect on the liquidity and capital resources of the Purchaser, then and in either such events, Blakey shall pay such unpaid portion ▇▇ ▇▇e Put Option Price in cash. (g) Notwithstanding anything to comply with the terms hereofcontrary, upon Holder's electionexpress or implied, contained in this Agreement, the Put Option set forth in this Section 3.1 shall automatically become (i) terminate and be of no further force or effect after December 31, 2004, unless previously exercised in accordance with this Section 3.1, and (ii) may not be assigned or otherwise Transferred by Nixon, except to a not▇ Permitted Transfe▇▇▇▇ble in the form of the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein. Upon any such permitted assignment, and Company hereby agrees to such Permitted Transferee shall execute and deliver to the Purchaser such debenture joinder or other documents related agreement and undertaking to evidence samebe bound by and subject to all of the terms and conditions of this Agreement.

Put Option. Upon If a Change of Control Event has occurred, each Bondholder shall at any time in the earlier Change of Control Conversion Period be entitled, at its option, to: (ia) require early redemption of its Bonds (a “Put Option”) at 100% of their par value plus accrued but unpaid interest to (but excluding) the closing redemption date; or (b) convert its Bonds at the “Change of a Fundamental Transaction; Control Conversion Price”, which shall be calculated as set out below, but in each case adjusted, if appropriate, under the provisions of clauses 13 and 14 (ii) an assignment by provided that no adjustment to the Company for the benefit Conversion Price will be made in respect of its creditors, the insolvency such Change of Control Event other than pursuant to this clause 10.3 in respect of exercise of the Company, conversion right in the inability Change of Control Conversion Period): COCCP  where: RP  N  n  OCP  n N COCCP is the Change of Control Conversion Price; RP is the Reference Price (adjusted pro rata for any adjustment to pay its debts, the Conversion Price pursuant to clause 13 or 14); OCP is the filing current Conversion Price on the relevant Conversion Date; N is the number of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against days from (and including) the CompanyIssue Date to (but excluding) the Maturity Date; and n is the number of days from (iiiand including) the Issue Date to (any uncured Event of Default under any but excluding) the date of the Transaction Documents; or (iv) Change of Control Event. To exercise either such option, a Bondholder must, via its Account Manager, notify the first anniversary Paying Agent within the Change of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC Control Conversion Period in accordance with Section 12 the notice provisions set out in clause 13.4. For the avoidance of the Exchange Act, Holder shall maintain, at its option (but not obligation)doubt, the rightaforesaid is an option exercisable at the sole discretion of each Bondholder, upon written notice and each Bondholder may elect not to the Company, exercise such option and to put this Warrant (or at least what portion remains thereof) back continue to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Datehold its Bonds. In the event of an early redemption pursuant to clause 10.3 (a), settlement shall be no later than three (3) Business Days after the Company cannot legally comply with end of the Put Option or otherwise fails Change of Control Conversion Period. In the event of conversion pursuant to comply with the terms hereof, upon Holder's electionthis clause 10.3, the Put Option Issuer shall automatically become a not▇ ▇▇▇▇ble as soon as possible, but in no event later than on the Change of Control Conversion Date, issue to and in the form names of the Debenture relevant Bondholder the number of Shares which are necessary in order to fulfil the Issuer’s obligations to issue new Shares to the relevant Bondholder pursuant to its Conversion Rights. The number of Shares required to be issued shall be determined by dividing the principal amount of the Bonds by the Change of Control Conversion Price in effect on the relevant Conversion Date. The terms and conditions set out in clauses 13 to 15 shall (to the extent applicable) apply for any conversion of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees Bonds to execute and deliver such debenture or other documents Shares pursuant to evidence samethis clause 10.3.

Put Option. Upon 3.1 Each of the earlier ▇▇▇▇▇▇▇▇▇ LLCs hereby purchases and acquires from MEC, and MEC hereby grants to each of the ▇▇▇▇▇▇▇▇▇ LLCs, the Put Option to sell all of its Option Shares to MEC pursuant to the terms and conditions of this Agreement. 3.2 If MEC has not exercised its Call Option pursuant to Section 4 below, then the following provisions of this Section 3.2 shall apply: 3.2.1 Provided that ▇▇▇▇▇ LLC has previously exercised or simultaneously exercises the ▇▇▇▇▇ LLC Put Option, ▇▇▇▇▇▇ LLC may exercise the ▇▇▇▇▇▇ LLC Put Option with respect to all of the ▇▇▇▇▇▇ LLC Option Shares, on a one-time basis, at any time prior to the Expiration Date, by giving written notice thereof to ▇▇▇▇▇ LLC (iif the ▇▇▇▇▇ LLC Put Option has not previously been exercised), MEC, the Escrow Agent and the Issuer (the "▇▇▇▇▇▇ LLC Exercise Notice") which ▇▇▇▇▇▇ LLC Exercise Notice shall include (a) a calculation of the closing of a Fundamental Transaction; then current ▇▇▇▇▇▇ LLC Option Exercise Price and (iib) an assignment by the Company for the benefit of its creditors, the insolvency acknowledgement that upon receipt of the Company▇▇▇▇▇▇ LLC Option Exercise Price (as calculated by ▇▇▇▇▇▇ LLC) it will have relinquished all claims of ownership in and to the ▇▇▇▇▇▇ LLC Option Shares, and with regard to the inability notice sent to pay its debtsthe Issuer, or shall include the filing ▇▇▇▇▇▇ LLC Letter of any petition Credit and all ▇▇▇▇▇▇ LLC Interest Letters of Credit. In the event, only, that either (a) ▇▇▇▇▇▇ has resigned for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC "Good Reason" in accordance with Section 12 5.5 of the Exchange ActJAD Employment Agreement, Holder (b) Joseph's employment under the JAD Employment Agreement is terminated by Employer (as defined therein) without "Good Cause" (as defined therein), or (c) the fourth (4th) annual anniversary date of this Agreement has passed, then upon the occurrence of any such event, if ▇▇▇▇▇ LLC has not previously exercised the ▇▇▇▇▇ LLC Put Option with respect to the ▇▇▇▇▇ LLC Option Shares and ▇▇▇▇▇▇ LLC exercises the ▇▇▇▇▇▇ LLC Put Option, ▇▇▇▇▇ LLC shall maintainsimultaneously exercise (and shall automatically be deemed to have exercised) the ▇▇▇▇▇ LLC Put Option with respect to all of the ▇▇▇▇▇ LLC Option Shares, and the ▇▇▇▇▇▇ LLC Exercise Notice also shall include a calculation of the then current ▇▇▇▇▇ LLC Option Exercise Price and an acknowledgement, upon which ▇▇▇▇▇ LLC agrees that MEC shall be entitled to rely, that upon receipt of the ▇▇▇▇▇ LLC Option Exercise Price (as calculated by ▇▇▇▇▇▇ LLC), it -5- will have relinquished all claims of ownership in and to the ▇▇▇▇▇ LLC Option Shares, and with regard to the notice sent to the Issuer, shall include the ▇▇▇▇▇ LLC Letter of Credit and all ▇▇▇▇▇ LLC Interest Letters of Credit and shall be deemed notice of the exercise by ▇▇▇▇▇ LLC of the ▇▇▇▇▇ LLC Put Option. 3.2.2 Provided that the ▇▇▇▇▇ LLC Put Option has not been exercised pursuant to Section 3.2.1 above, ▇▇▇▇▇ LLC shall be entitled, in its sole and absolute discretion, to exercise the ▇▇▇▇▇ LLC Put Option with respect to all of the ▇▇▇▇▇ LLC Option Shares, on a one-time basis, at its option (but any time prior to the Expiration Date. Provided that the exercise of the ▇▇▇▇▇ LLC Put Option is not obligation)simultaneous with the exercise of the ▇▇▇▇▇▇ LLC Put Option, ▇▇▇▇▇ LLC shall exercise the ▇▇▇▇▇ LLC Put Option by giving written notice thereof to ▇▇▇▇▇▇ LLC, MEC, the right, upon written notice to Escrow Agent and the Company, to put this Warrant (or at least what portion remains thereof) back to the Company Issuer (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE▇▇▇▇▇ LLC Exercise Notice"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble ▇ LLC Exercise Notice shall include (a) a calculation of the then current ▇▇▇▇▇ LLC Option Exercise Price and (b) an acknowledgement that upon receipt of the ▇▇▇▇▇ LLC Option Exercise Price (as calculated by ▇▇▇▇▇ LLC) it will have relinquished all claims of ownership in and to the ▇▇▇▇▇ LLC Option Shares, and with regard to the notice sent to the Issuer, shall include the ▇▇▇▇▇ LLC Letter of Credit and all ▇▇▇▇▇ LLC Interest Letters of Credit. 3.3 The Put Option Exercise Price shall be equal to Eighteen Million Three Hundred Twelve Thousand Six Hundred Fifty Dollars ($18,312,650.00) PLUS Interest thereon. The Put Option Exercise Price shall be allocated between the PRAI Option Shares and the LRAI Option Shares and between ▇▇▇▇▇▇ LLC and ▇▇▇▇▇ LLC on the basis set forth on Schedule 3.3. The ▇▇▇▇▇▇ LLC Option Exercise Price shall be reduced by the amount of any claims of offset validly asserted by MEC against ▇▇▇▇▇▇ LLC in accordance with Section 12.1 hereof. The ▇▇▇▇▇ LLC Option Exercise Price shall be reduced by the amount of any claims of offset validly asserted by MEC against ▇▇▇▇▇ LLC in accordance with Section 12.2 hereof. 3.3.1 (i) Immediately upon receipt of notice in accordance with Section 3.2.1, it is acknowledged that the Issuer shall pay (by wire transfer of immediately available funds) the full amounts of the ▇▇▇▇▇▇ LLC Letter of Credit and the ▇▇▇▇▇▇ LLC Interest Letters of Credit to the account(s) designated in the form ▇▇▇▇▇▇ LLC Letter of Credit and the Debenture ▇▇▇▇▇▇ LLC Interest Letters of Credit. Within ten (10) days of even receipt of notice in accordance with Section 3.2.1, if the ▇▇▇▇▇▇ LLC Exercise Notice falls on a day other than an annual anniversary date herewith entered into of this Agreement, the Partial Year Interest allocable to ▇▇▇▇▇▇ LLC shall be payable by and between these partiesMEC by wire transfer of immediately available funds to the account(s) for designated in the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence same▇▇▇▇▇▇ LLC Letter of Credit.

Put Option. Upon (a) Commencing on the earlier nine (9) month anniversary of the Original Issue Date and on each three (3) month anniversary of such nine (9) month anniversary of the Original Issue Date, if the Holder has not yet exercised such Put Right (as defined below) (the "Put Date"), and continuing for a period of ten (10) days thereafter, the Holder shall have the right (the "Put Right") to request that the Company repurchase all, but not less than all, of the outstanding principal balance of such Holder's Debentures (the "Put Option") at a price equal to the Put Price (as defined below), by delivering to the Company a written notice specifying (i) the closing aggregate principal amount of a Fundamental Transaction; Debentures subject to the Put Option which shall be all such Debentures of the Holder, (ii) an assignment by the Company for the benefit of its creditorsaggregate Put Price, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; and (iii) the date, not earlier than twenty (any uncured Event of Default under any of 20) days and not later than thirty (30) days after the Transaction Documents; or (iv) Put Date, on which the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company Put Option may be exercised (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Exercise Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid is payable in cash or by wire transmission by the 15th day following four (4) equal monthly installments commencing on Put Option Exercise Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANYPut Price" shall mean the greater of means (i) 7 times one hundred and twelve percent (112%) of the Company's total revenue for principal amount of the 12 months immediately preceding Debentures to be repaid, plus all accrued and unpaid interest thereon if the Put Option Date less interest bearing indebtedness plus cash; occurs on or prior to the 360th day after the Original Issue Date, (ii) 7 times one hundred and sixteen percent (116%) of the Company's total annual revenue for principal amount of the Company's most recent fiscal year ending Debentures to be repaid, plus all accrued and unpaid interest thereon if the Put Date occurs on or after the 361st day after the Original Issue Date and prior to the Put Option Date less interest bearing indebtedness plus cash; or 450th day after the Original Issue Date, (iii) one hundred and twenty percent (120%) of the valuation given in connection with any equity raise commenced principal amount of the Debentures to be repaid, plus all accrued and unpaid interest thereon if the Put Date occurs on or closed after the 451st day after the Original Issue Date and prior to the Put Option 540th day after the Original Issue Date. In , (iv) one hundred and twenty-four percent (124%) of the event principal amount of the Company cannot legally comply with Debentures to be repaid, plus all accrued and unpaid interest thereon if the Put Option Date occurs on or otherwise fails after the 541st day after the Original Issue Date and prior to comply with the terms hereof630th day after the Original Issue Date, upon Holder's electionand (v) one hundred and twenty-eight percent (128%) of the principal amount of the Debentures to be repaid, plus all accrued and unpaid interest thereon if the Put Option shall automatically become a not▇ ▇▇▇▇ble in Date occurs on or after the form of 631st day after the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence sameOriginal Issue Date.

Put Option. Upon (a) Each Stockholder shall have the earlier right, subject to the requirements set forth in this Section 4.1, to sell his WG, Inc. Common stock to WG Apparel, Inc. at a price of thirty ($30) dollars per share (the "Put Option"). Exercise by a Shareholder of his option shall be by written notice (the "Exercise Notice") to WG Apparel, Inc. or the other shareholders of WG, Inc. pursuant to subparagraph 4.1(a)(iv) below. The Exercise Notice shall not be effective, and the Put Option shall not be exercisable except to the extent set forth in Section 4.1(e) below, unless, at the time of delivery of the Exercise Notice and at the time of closing of the Put Option: (i) the closing Exercise Notice shall have been delivered during the "Option Period" as hereafter defined. The Option Period shall commence on the earlier to occur of (w) the day after the due date of the Senior Notes whether by occurrence of the scheduled maturity date or sooner acceleration of the due date (provided that if the Senior Notes become due on a Fundamental Transaction; (ii) an assignment by date other than the Company for the benefit of its creditorsscheduled maturity date, the insolvency Option Period shall not terminate until thirty (30) days after Stockholders receive written notice of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Companyaccelerated maturity date); (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number fourth (4th) anniversary of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Closing Date; and (y) the Fair Market Value closing date of an Initial Public Offering with respect to WG (by which is meant the date WG, Inc. or any of it stockholders receives the cash proceeds from the sale of common stock pursuant to the first effective registration statement filed under the Securities Act of 1933 and the rules and regulations thereunder, other than a registration on Form S-4 or S-8 or any successor form); (z) the date of a Change of Control (as hereinafter defined) of WG, Inc.; provided that the events described in subparagraph (z) above shall not be deemed a triggering event unless the cash portion of the Company consideration paid for or to WG, Inc. at the closing is at least fifty one percent (51%) of the total consideration. The Option Period shall end thirty (30) days after the occurrence of any of the events described in clauses (w), (x), (y) or (z) of this subparagraph 4(a)(i). WG, Inc. shall provide each Stockholder at least thirty (30) days prior written notice before any event which could result in the exerciseability of the Put Option under subparagraphs (y) or (z) above. (ii) Except in the event of a Change of Control (as to which this subparagraph shall not apply), no Default or Event of Default exists under the Indenture or with respect to the terms, covenants or provisions of any Senior Notes or the Bank Financing on the part of WG, Inc. or WG Apparel, Inc. to be kept, performed and observed; nor would any such Default or Event of Default occur under the Indenture, the Senior Notes or the Bank Financing upon payment of the purchase price for the number of shares designated in the Exercise Notice. (iii) Except in the event of a Change of Control (as to which this subparagraph shall not apply), WG, Inc. and/or WG Apparel, Inc. would have available after payment of the purchase price for the number of shares designated in the Exercise Notice, cash, cash equivalents, and/or available borrowing facilities in an aggregate amount of at least One Million ($1,000,000) Dollars. (iv) Stockholders shall have first offered to sell their WG, Inc. Shares to the other Shareholders of WG, Inc. pursuant to the provisions of paragraph 1 of the WG, Inc. Investors Shareholders Agreement dated as of June 17, 1994, as amended (the "PUT OPTION PRICEInvestors Shareholder Agreement"). The , and there remains any unsold shares. (b) Stockholders shall have the option to reduce the number of WG, Inc. Shares which are subject to any Exercise Notice, in order to effectuate an effective Put Option Price shall be paid which satisfies the conditions set forth in cash or by wire transmission by the 15th day following Put Option Date. For purposes subparagraphs 4.1(a)(ii) and 4.1(a)(iii) above. (c) The closing of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble in occur at the form offices of the Debenture attorneys for WG, Inc. at such time as shall be mutually agreeable to Stockholders and WG, Inc. provided that such date shall not be later than thirty (30) days following the closing date, if applicable, for purchases of even date herewith entered into by WG, Inc. Shares under the right of first refusal provisions of the Investors Shareholder Agreement and between these parties) for if the Put Option Price is exercised by reason of a Change of Control the closing of the Put Option shall occur prior to or simultaneous with the Change of Control closing. (d) WG Apparel, Inc. shall have the option to pay the purchase price for the WG, Inc. Shares which are subject to the Put Option, in either of the following manners: (a) payment of the entire purchase price in immediately available funds at closing, or (b) fifty (50%) percent of the purchase price at closing in immediately available funds and fifty (50%) percent of the purchase price due on the first (1st) anniversary of the first payment together with interest at twelve (12%) percent per annum on the principal amount of said note. If an Exercise Notice is properly given and effective and all applicable conditions to same set forth in this Section 4.1 have been met, such that the entire (100%) purchase price for the shares referenced in the Exercise Notice may be paid by WG Apparel at the interest rate and term stated thereintime of the Exercise Notice, and Company hereby agrees notwithstanding same WG Apparel elects to execute pay fifty (50%) percent of the said purchase price one year later as above provided, then in such event the conditions for the effectiveness of the Exercise Notice in subparagraphs 4.1(a)(ii) and deliver such debenture or other documents 4.1(a)(iii) above, shall not apply to evidence samepayment of the deferred portion (50%) of the purchase price referenced above. (e) In the event that the Put Option cannot be exercised pursuant to the provisions of Section 4.1 hereof, payment of the entire purchase price shall be due on the date that the restrictions contained in Section 4.1(a)(ii) and 4.1(a)(iii) hereof are no longer applicable, together with interest thereon at twelve percent (12%) per annum on the principal amount due from the date of the Exercise Notice to the payment date.

Put Option. Upon (a) Unless all of the earlier of (i) Family Group Shares and all rights attached thereto have been transferred to a Third-Party Transferee pursuant to Articles 5.3 or 5.5 and the closing of a Fundamental Transaction; (ii) an assignment by the Company for the benefit of its creditors, the insolvency of Family Group no longer has any direct or indirect equity interest in the Company, the inability Quiksilver Shareholders irrevocably promise to pay its debtsthe Family Group that they shall buy, or at the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any Family Group's request, all of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Family Group Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION"), in accordance with this Article 5.6. (b) for cash The Put Option thus granted may be exercised by the Family Group if no Notice of Tag-Along and no Notice of Family Group RFR has been previously delivered, (i) in an amount equal to: the product obtained event of a continued failure by multiplying Quiksilver to perform any of its obligations under this Agreement or the Pledge of Quiksilver Shareholder Shares, and (xii) as of the number expiration date of Warrant Shares subject hereto on a period of four (4) years and six (6) months after the date of such notice this Agreement (the "PUT OPTION EXERCISE DATE" and, together with the events listed in (i), a "PUT OPTION EVENT"). (c) divided by the total number of shares of Common Stock issued and outstanding on The Family Group may only exercise the Put Option Date; once and (y) the Fair Market Value only for all of the Company Family Group Shares (and not for a portion of them) at any time during the "PUT OPTION PRICE")period beginning on the occurrence of a Put Option Event and ending on the date that no Put Option Event is continuing. If the relevant Put Option Event is the occurrence of the Put Option Exercise Date, the Put Option may be exercised at any time after the Put Option Exercise Date and no later than thirty (30) months after that date. The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5become null and void if it has not been previously exercised, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times on the Company's total revenue for date of the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; Notice of Call, or (ii) 7 times at the Company's total annual revenue for end of the Company's most recent fiscal year ending prior thirty (30) months period referred to hereinabove. (d) If the Family Group wishes to exercise the Put Option Date less interest bearing indebtedness plus cash; or Option, it shall notify Quiksilver of its intent to do so (iiithe "NOTICE OF PUT") during the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble applicable exercise period in the form of the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence same.manner set forth in Article

Put Option. Upon In the earlier of event and to the extent that (i) the closing of a Fundamental Transaction; (ii) an assignment by ▇▇▇▇▇▇▇ Group shall timely exercise the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC Purchase Option in accordance with Section 12 1 above, and (ii) the First and Second Call Option Periods shall have expired without the Recovery Group having purchased up to the 23,809,524 Option Shares at the First or Second Call Option Price, whichever is applicable, from the ▇▇▇▇▇▇▇ Group, to the extent that the ▇▇▇▇▇▇▇ Group shall continue to own of record any Option Shares, during the Exchange Actfive (5) month period commencing July 31, Holder shall maintain2010 and ending December 31, at its option 2010 (but not obligationthe "Put Option Period"), the right▇▇▇▇▇▇▇ Group shall have the irrevocable right and option, upon written notice to but not the Company, to put this Warrant (or at least what portion remains thereof) back to the Company obligation (the "PUT OPTIONPut Option") to sell to Rineon Group, Inc., a Nevada corporation ("Rineon") and, by its execution of this Agreement, Rineon shall be obligated to purchase, for cash in an amount equal to: the product obtained by multiplying (x) the number a purchase price of Warrant Shares subject hereto on the date of such notice $0.25 per Option Share (the "PUT OPTION DATEPut Option Price") divided ), all and not less than all of the remaining Option Shares owned by the total number of shares of Common Stock issued and outstanding on ▇▇▇▇▇▇▇ Group during the Put Option Date; Period. Unless otherwise agreed by ▇▇▇▇▇▇, the Put Option may be exercised on only one occasion during the Put Option Period, and (y) may be exercised by written notice given by the Fair Market Value of the Company ▇▇▇▇▇▇▇ Group to Rineon (the "PUT OPTION PRICEPut Option Notice"). The In the event and to the extent that the ▇▇▇▇▇▇▇ Group shall timely exercise the Put Option Price Option, Rineon shall be paid pay to the ▇▇▇▇▇▇▇ Group in cash or by wire transmission by transfer of immediately available funds an amount equal to the 15th day following Put number of Option Date. For purposes Shares required to be purchased upon exercise of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to multiplied by the Put Option Date less interest bearing indebtedness plus cash; or Price per share, within ten (iii10) Business Days after the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble in the form ▇▇▇ Group's delivery of the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at Notice to Rineon of exercise of the interest rate and term stated thereinPut Option. Upon receipt of the foregoing payment, the ▇▇▇▇▇▇▇ Group shall deliver to Rineon stock certificates evidencing all, and Company hereby agrees not less than all, of the Option Shares being purchased upon exercise of such Put Option, duly endorsed for transfer to execute and deliver such debenture or other documents to evidence sameRineon.

Put Option. Upon Provided that the earlier Restructuring shall have been completed upon the terms and conditions set forth in the Plan of (i) the closing of a Fundamental Transaction; (ii) an assignment by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice Arrangement attached to the CompanyArrangement Agreement, to put this Warrant (or at least what portion remains thereof) back to New ADB will have the Company right (the "PUT OPTION") for cash in an amount equal to: (i) if at any time the product obtained by multiplying Lender makes a Demand, (xii) Lender has accelerated the number of Warrant Shares subject hereto Loan pursuant to Section 8.2 or (iii) at any time on the date of such notice and after June 1, 2003 until midnight (Toronto time) on June 30, 2003 (the "PUT OPTION DATEPERIOD") divided by to require the total number Lender, on the terms and conditions of shares this Section , to purchase from New ADB all, but not less than all, of Common Stock the issued and outstanding shares in the capital of Old ADB (the "SHARES"). The purchase and sale of the Shares on the exercise of the Put Option Date; and will be subject to the following: (ya) the Fair Market Value of Put Option will be exercised by New ADB by delivering to the Company Lender a notice in the form attached hereto as Schedule 10.1(a) (the "PUT OPTION PRICENOTICE") during the Put Period; (b) the Lender will purchase the Shares on the date that is 10 Business Days after the date upon which the Lender received the Put Notice (the "PUT CLOSING DATE"). The Put Option Price shall be paid in cash or by wire transmission by ; (c) the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue purchase price for the 12 months Shares will be an amount equal to the aggregate amount of the Principal and accrued and unpaid interest thereon to the day immediately preceding the Put Closing Date and will be satisfied by the set-off by the Lender of the amount owing in respect of the purchase price of the Shares in full satisfaction of such aggregate amount of Principal and accrued and unpaid interest. (d) the closing (the "PUT CLOSING") of the transaction of purchase and sale pursuant to the exercise of the Put Option Date less interest bearing indebtedness plus cash; will take place at the offices of New ADB in Mississauga, Ontario; (e) at the Put Closing: (i) New ADB will deliver to the Lender the certificates representing the Shares to be purchased, duly endorsed for transfer or accompanied by stock powers; (ii) 7 times New ADB will provide the Company's total annual revenue for the Company's most recent fiscal year ending prior Lender with certification in a form reasonably acceptable to the Put Option Date less interest bearing indebtedness plus cash; or Lender's counsel that the Shares conveyed are free and clear of all encumbrances; (iii) the valuation given in connection with any equity raise commenced or closed prior New ADB will deliver to the Lender a certificate of an officer certifying to the Lender that (A) the articles and by-laws of Old ADB (as attached to such certificate) are in full force and effect, unamended, and that no proceedings have been taken to amend same, (B) the representations and warranties as they relate to Old ADB contained in this Agreement are true and correct as of the time of the Put Option Date. In Closing as if given at such time, (C) New ADB is not a non-resident of Canada for purposes of the event the Company cannot legally comply Income Tax Act (Canada), (D) there is no actions, suits or proceedings before any court or before or by any governmental commission, board, bureau, agency or other authority pending or threatened against, or affecting, Old ADB which could have a Material Adverse Effect, with the Put Option exception of such actions, suits or otherwise fails to comply with proceedings, if any, arising from the terms hereofoperation of Old ADB in the ordinary course of business from and after the Effective Time, upon Holder's election, and (F) such other matters as the Put Option shall automatically become a not▇ ▇▇▇▇ble Lender may reasonably request; (iv) New ADB will deliver an opinion of its legal counsel substantially in the form attached hereto as Schedule 10.1(e)(iv) regarding the due and proper transfer of the Debenture Shares by New ADB to the Lender; (v) New ADB will deliver resignations of even date herewith entered into by all directors and between these partiesofficers of Old ADB, except those directors who are nominees of the Lender pursuant to the Co-Operation Agreement; (vi) for New ADB will deliver a release in favour of Old ADB substantially in the form attached hereto as Schedule 10.1(e)(vi). (f) Without prejudice to the Lender's rights to take such action as it deems necessary to preserve or protect its interest in the recovery of the indebtedness and liabilities of the Borrower to the Lender hereunder, the Lender will forebear from exercising any of its rights and recourses under Section 8.2 as a result of the acceleration the Loan or the making of a Demand, if any, until the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence sameClosing Date.

Put Option. Upon (a) Subject to Section 3.1 hereof, at any time on and from the earlier of (i1) the closing of a Fundamental Transaction; date falling 10 months from the date hereof (ii) an assignment or any later date as may be agreed in writing between the Parties from time to time, including by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC electronic mail in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option clause 5.4 below or otherwise) and (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x2) the number occurrence of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble ▇▇ Insolvency Event, until the date falling 12 months from the date hereof (the “Option Period”), the Holder shall have the right (such right, the “Option”), but not the obligation, to exercise an option to sell to the Purchaser the Put Exercise Percentage (as set out in the form relevant Exercise Notice) of all the rights and interests in respect of each Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of each of the Debenture following: (i) ownership of even date herewith entered all Note provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option Date; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option Date; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith obtained or accruing on and from the Original Put Option Date, and (iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as adjusted to take into by account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Note, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and between these parties) the Put Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) The Put Option Price at Exercise Percentage set out in each Exercise Notice shall not exceed the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence samePut Exercise Percentage Cap.

Put Option. Upon If at any time or times following the earlier effective date of (i) ---------- the Registration Statement and prior to the Warrant Expiration Date during which the Registration Statement remains effective, both the closing of a Fundamental Transaction; (ii) an assignment by the Company for the benefit of its creditors, the insolvency bid price of the Company's Common Stock, as reported on the Nasdaq National Market, and the average closing bid price of the Company's Common Stock over the fourteen (14) trading days immediately prior thereto (together, the inability "15 Trading Day Period"), equals or exceeds $6.75 (the "(Price Condition"); then the Company shall at each such time or at any time thereafter have the option (a "Put Option") to pay its debts, or compel the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against Investor to exercise the Company; (iii) (any uncured Event of Default under any Warrants as hereinafter provided and make payment to the Company of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective aggregate exercise price therefor by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon providing written notice to the Investor of the Company's election to exercise the Put Option. Within ten (10) business days following the date of each such notice (each such notice date referred to herein as a "Put Option Election Date"), the Investor shall exercise the Warrants with respect to put this Warrant (or at least what portion remains thereof) back that number of Shares as is equal to the Company lesser of: (A) 500,000, less such number of Shares as to which Warrants have been previously exercised, either pursuant to the "PUT OPTION") for cash in exercise of an amount equal to: earlier Put Option or pursuant to an earlier exercise of Warrants by the product obtained by multiplying Investor; (xB) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided specified by the total number Company in each such notice; or (C) unless the Aggregate Trading Volume Condition (defined below) is met, a quotient, the numerator of shares which is equal to the product of Common Stock issued and outstanding on 500,000 times the Put Option Date; and (y) the Fair Market Value average daily trading volume of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue Common Stock for the 12 months immediately preceding 15 Trading Day Period, and the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Datedenominator of which is equal 40,000. In the event the Price Condition is met and the aggregate number of shares of the Company's Common Stock traded on the Nasdaq National Market exceeds 300,000 shares during any 30 trading day period prior to the Warrant Expiration Date (the "Aggregate Trading Volume Condition"), then following written notice of the Company's election to exercise the Put Option, the Investor shall exercise the Warrants with respect to that number of Shares as is equal to the lesser of (A) or (B) above. In the event the Investor fails to exercise the Warrants and make payment to the Company cannot legally comply with of the aggregate exercise price therefor within ten (10) business days following the Put Option or otherwise fails to comply with the terms hereof, upon Holder's electionElection Date, the Put Option shall automatically become a not▇ ▇▇▇▇ble Company may, in addition to any other remedies it may have under this Agreement or otherwise, terminate the form Warrants without any obligation to obtain the consent of or provide notice to the Investor, or deem the Warrants to have been exercised and demand payment of the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence sameexercise price therefor.

Put Option. Upon (a) N▇▇▇ hereby grants to M▇ ▇▇▇▇▇▇ one or more options (each a “Put Option” and collectively the earlier of “Put Options” and, collectively with the Call Option, the “Options”) to sell to NICK, and to compel N▇▇▇ to purchase from M▇ ▇▇▇▇▇▇, the Put Shares for the Purchase Price pursuant to the following terms and conditions: (i) The Put Options shall become exercisable on not less than ninety (90) days prior written notice by M▇ ▇▇▇▇▇▇ to N▇▇▇ (a “Put Option Notice”) at any time following the closing of a Fundamental Transaction; (ii) an assignment by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first fifth anniversary of the Initial Exercise Closing Date if no Registration Statement attempting and prior to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 fifteenth anniversary of the Exchange Act, Holder shall maintain, at its option Closing Date (but not obligationthe “Put Period”), the right, upon written notice subject to the Companyfollowing conditions: (A) If M▇ ▇▇▇▇▇▇ is terminated for Cause (as defined in his Employment Agreement (as defined in the SPA), as then in effect), M▇ ▇▇▇▇▇▇ shall not have any right to put this Warrant (exercise any Put Option, or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash otherwise take any action that would result in an amount equal to: Option Closing, during the product obtained by multiplying (x) the number of Warrant Shares subject hereto period commencing on the date of such notice termination through and including the date that is the one-year anniversary of such date of termination. (the "PUT OPTION DATE"B) divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a notM▇ ▇▇▇▇ble ▇▇ shall not have any right to exercise any Put Option, or otherwise take any action that would result in an Option Closing, if as a result of such Option Closing M▇ ▇▇▇▇▇▇ would no longer own at least 158 shares of Common Stock of Amplex Holdings, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the form like, until: (1) if M▇ ▇▇▇▇▇▇ has ceased to serve as the Chief Executive Officer of Amplex or will cease to serve as the Chief Executive Officer of Amplex as of the Debenture Option Closing, the earlier of (x) the date a successor acceptable to the Board of even Directors of NICK or Amplex, as determined by N▇▇▇ (the “Board”), has been appointed to serve as the Chief Executive Officer (or interim Chief Executive Officer of Amplex or substantially similar title) or (y) the date herewith entered into by that is eighteen (18) months after the date M▇ ▇▇▇▇▇▇ ceased to serve as the Chief Executive Officer of Amplex. (2) if M▇ ▇▇▇▇▇▇ continues to serve as the Chief Executive Officer of Amplex, the date the Board has identified a presumptive successor Chief Executive Officer of Amplex. (C) So long as M▇ ▇▇▇▇▇▇ is the Chief Executive Officer of Amplex from the Closing Date through the fifth anniversary of the Closing Date, the Put Options are only exercisable during the Put Period if the EBITDA Performance Metric has been achieved. (D) If M▇ ▇▇▇▇▇▇ ceases to serve as the Chief Executive Officer of Amplex at any time prior to the fifth anniversary of the Closing Date, the EBITDA Performance Metric condition shall not apply to exercise a Put Option. (E) M▇ ▇▇▇▇▇▇ may exercise the Put Options one or more times during the Put Period; provided, that M▇ ▇▇▇▇▇▇ may only exercise a Put Option once per twelve month period and between these partiesfor no less than 1,000 shares of Common Stock of Amplex Holdings (subject to adjustment for any stock split, stock dividend, recapitalization, merger, consolidation, or similar event) per exercise or, if less than 1,000 shares then remain, all the Put Shares that then remain in their entirety. (ii) The aggregate purchase price for the Put Shares upon exercise of a Put Option shall be the Purchase Price. (iii) The Put Option Notice shall include M▇ ▇▇▇▇▇▇’▇ good faith calculation of the Purchase Price, along with supporting documentation used in preparation of the calculation of the Purchase Price. If NICK disputes (A) that the EBITDA Performance Metric has been achieved, if applicable, (B) the satisfaction of the conditions set forth in Section 3.02(a)(i), or (C) the calculation of the Purchase Price at included in the interest rate Put Option Notice, then NICK shall within twenty (20) days of receipt of the Put Option Notice provide written notice, including supporting documentation and term stated thereinwith reasonable detail, to M▇ ▇▇▇▇▇▇ of its (I) determination as to whether or not the EBITDA Performance Metric has been achieved, if applicable, (II) determination as to whether or not the applicable condition has been satisfied, or (III) calculation of the Purchase Price (the “Put Dispute Notice”). During such twenty (20) day period, M▇ ▇▇▇▇▇▇ shall respond to any questions NICK, its accountants and Company hereby agrees to execute and deliver such debenture or other documents to evidence sameadvisors may have regarding the Put Option Notice.

Put Option. Upon (a) Subject to Section 3.1 hereof, at any time on and from the earlier of (i1) the closing of a Fundamental Transaction; date falling 6 months from the date on which the Investment is made (ii) an assignment or any later date as may be agreed in writing between the Parties from time to time, including by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC electronic mail in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option clause 5.4 below or otherwise) and (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x2) the number occurrence of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble ▇▇ Insolvency Event, until the date falling 36 months from the date hereof (the “Option Period”), the Holder shall have the right (such right, the “Option”), but not the obligation, to exercise an option to sell to the Purchaser the Put Exercise Percentage (as set out in the form relevant Exercise Notice) of all the rights and interests in respect of the Debenture Investment (which Option may be exercised any number of even times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of each of the following : (i) ownership of all equity securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date herewith entered hereof; (ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iii) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto in each case as adjusted to take into by account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of equity securities, Conversion Securities or conversion rights, (the above, the “Option Interests” and between these parties) the Put Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) The Put Option Price at Exercise Percentage set out in each Exercise Notice shall not exceed the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence samePut Exercise Percentage Cap.