Common use of Put Right Clause in Contracts

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject If there has not been a Successful Remarketing on or prior to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe last day of the Final Remarketing Period, each holder Holders of Series E Preferred Stock will A Notes will, subject to this SECTION 9.5, have the right (a the “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ) to require the Corporation Company to redeem allpurchase such Series A Notes for cash on the Purchase Contract Settlement Date, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value price per share of at 130% Series A Note to be purchased equal to the principal amount of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the applicable Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment A Note (the “Put Right Common Stock Market ValuePrice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt The Put Right of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with this Section 10 applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right Exercise for a Holder of a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, concurrently the Company shall deposit with the conversion Series Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising all Separate Notes with respect to which a Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its has exercised a Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of . In exchange for any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of such Separate Notes. (c) At If there has not been a Successful Remarketing on or prior to the first annual meeting of shareholders following the issuance last day of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtainedFinal Remarketing Period, the Put Right of Holders with respect to Series A Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A Notes purchased pursuant to the Put Right shall not be exercisablecancelled by the Series Trustee.

Put Right. (a) At any time during the Initial Put/Call Period, Seller may require FAT Brands to purchase the Initial Put/Call Shares at a price equal to the Initial Put/Call Price, on the terms and subject to the conditions of this Section 3. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to obtaining shareholder approval pursuant the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to Nasdaq Marketplace Rules the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as described belowapplicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of Series E Preferred Stock will have the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put RightDefault”), exercised by notice delivered by Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such holder sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Corporation on Initial Put/Call Shares or after March 16the Secondary Put/Call Shares, 2021 as applicable, shall terminate and be of no further force and effect unless (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (ix) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock assignee thereof agrees in writing to be redeemed bound by the terms and conditions of this Agreement in place of Seller and (by) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any accrued and unpaid dividends all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles periods prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified sale, in Article IX(A)(7) of the Articles prior which case FAT Brands’ obligations to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with Seller under this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right 3 shall be calculated in accordance with the pricing mechanism specified in paragraph (a) not so terminate and shall be paid with the same type remain in full force and proportion of consideration elected by the Corporation with respect to the Put Righteffect. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described Upon the occurrence of the Put Trigger (defined below), each holder and for a period of Series E Preferred Stock will thirty (30) days thereafter, Buyer shall have the right (a the “Put Right”), exercised by notice delivered by such holder to but not the Corporation on or after March 16, 2021 (a “Put Right Notice”)obligation, to require the Corporation cause Seller to redeem repurchase all, but not less than all, of such holder’s then outstanding Series E Preferred Stock the Shares at a value per share the Purchase Price. For purposes of at 130% of this Section 7, the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise DateTrigger” shall occur if (i) the Company fails for any reason to commence a tender offer under the Securities Exchange Act of 1934, as amended (the “Offer”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery for at least 27 million of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of its outstanding shares of Common Stock issued shall be determined by dividing at a price of $1.20 per share (ithe “Tender Price”) within ten (10) business days after the sum of Closing Date, or (aii) 130% of having commenced the aggregate Liquidation Preference of Offer, the Company for any reason withdraws or terminates the Offer without having purchased the shares of Series E Preferred Common Stock tendered pursuant thereto at the Tender Price on the terms outlined in the Offer (other than shares not purchased pursuant to be redeemed and the proration procedures outlined in the Offer), or (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (iiiii) the market value of Company for any reason has not completed the Common Stock. The market value per share Offer (and purchased the shares tendered pursuant thereto, other than due to the proration procedures in the Offer, at the Tender Price) on the terms outlined therein by November 15, 2014 such that Buyer owns a majority of the Common Stock payment of the Company then outstanding. (b) If Buyer desires to sell the Shares pursuant to Section 7(a), Buyer shall deliver to Seller a written notice (the “Put Exercise Notice”) exercising the Put Right. By delivering the Put Exercise Notice, Buyer represents and warrants to Seller that, at the time of such notice and at the time the Put Right is settled, (i) Buyer has and will have good and marketable title to the Shares, free and clear of any and all Liens other than Liens caused or incurred by Seller, and (ii) Buyer has the full right, power and authority to convey and sell the Shares pursuant to the Put Right hereunder, and upon consummation of the exercise of the Put Right, Seller will acquire from Buyer good and marketable title to the Shares, free and clear of all Liens other than Liens caused or incurred by Seller. (c) The closing of any sale of Shares pursuant to this Section 7 shall take place no later than 5 business days following receipt by Seller of the Put Exercise Notice. For the avoidance of doubt, a Put Exercise Notice delivered within the thirty (30) day period described in Section 7(a) shall be valid even if the closing of the sale of Shares thereunder occurs after the expiration of such period. Seller shall give Buyer at least three (3) business days’ written notice of the date of closing (the “Put Right Common Stock Market ValueClosing Date”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (bd) Upon receipt Seller will pay the Purchase Price for the Shares by wire transfer of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 immediately available funds on the Put Right Exercise Closing Date. (e) Seller and Buyer shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 7 including, concurrently with without limitation, entering into agreements and delivering certificates and instruments as may be deemed necessary or appropriate. (f) At the conversion closing of any sale and purchase pursuant to this Section 7, Buyer shall deliver to Seller a certificate or certificates representing the Shares to be sold (if any), accompanied by stock powers, against receipt of the shares specified in Purchase Price. (g) Seller shall not distribute, transfer, pledge, encumber or otherwise subject to any Lien any portion of the Purchase Price until such time as the Put Right Conversion; providedmay no longer be exercised pursuant to Section 7(a) above. (h) Seller will not avoid or seek to avoid the observance or performance of any of the provisions to be observed or performed by it under Section 6 or Section 7, however, that but will at all times in good faith carry out of all the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder provisions of its Put Right, to put Section 6 and Section 7 and will take all such portion of its shares above action as may be required necessary or appropriate to enable the Corporation to obtain the opinion permit and facilitate any valid exercise by Buyer of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described the terms and conditions of this Section 5 and Section 6 below, each holder of Series E Preferred Stock will at any time on and after August 6, 2013 until and including September 5, 2013, the Holder shall have the right to sell up to one hundred percent (a 100%) of the Warrant to the Company, and if the Holder exercises such right, the Company shall be required to purchase the Warrant, or such portion thereof, as the case may be, from the Holder for the Put Price. (b) The “Put Right”), exercised by notice delivered by such holder Price” is equal to the Corporation on or after March 16, 2021 product of (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Dayi) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) underlying the sum of (a) 130% of Warrant or the aggregate Liquidation Preference of the shares of Series E Preferred Stock portion thereof being purchased pursuant to be redeemed this Section 5, and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market difference between the Put Fair Value (as defined below) on the date of the Put Notice (as defined below) and the Exercise Price on the date of the Put Notice; provided that notwithstanding the foregoing, in no event shall the Put Price be less than zero (0). So long as the ESOP is in existence, the “Put Fair Value” shall equal the per share value of the Common Stock as set forth in the then most recent appraisal performed by an independent appraiser at the Company’s request in connection with the ESOP. As of any such date on which Holder exercise its put right on which the ESOP is no longer in existence, the “Put Fair Value” shall equal the Fair Value of the Common Stock. The market value per share Notwithstanding the foregoing, whether or not the ESOP is in existence, if clauses (a), (b) or (c) of the definition of Current Market Price are applicable to the Common Stock but no Qualified Public Offering has occurred, then the Put Fair Value shall be the Current Market Price of the Common Stock payment (on the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average date of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred StockNinety (90) days prior to exercising its put right under Section 5(a), the Corporation Holder must deliver written notice to the Company (the “Put Notice”), in accordance with Section 15. The Put Notice shall seek be deemed to be given and served on the date that the Company receives the Put Notice. The date that the Holder intends to exercise its put right shall be hereinafter referred to as the “Put Exercise Date”. (and use best efforts to obtaind) shareholder approval pursuant to applicable Nasdaq Marketplace Rules Payment of the Put Right Common Stock Market Value Price shall be made in cash in immediately available funds within ninety (90) days after the date of the Put Exercise Date (the “Put Effective Date”), except as provided in Sections 5(f), 6(j)(i)(2) or 7(i)(i)(2). (e) If the Company has received an Exercise Notice from the Holder prior to receipt of a Put Notice from the Holder, then the Holder shall not be used entitled to determine exercise its put right pursuant to Section 5(a) herein with respect to such portion of the Warrant that is the subject of the aforementioned Exercise Notice. (f) If the Trust has sent a Drag-Along Notice to the Holder in accordance with Section 6(a) herein in connection with a transaction that has not been consummated or terminated prior to delivery by the Holder of a Put Notice to the Company, then the Holder shall not be entitled to exercise its put right pursuant to Section 5(a) with respect to any portion of the Warrant that is the subject of such Drag-Along Notice, unless the transaction that is the subject of the Drag-Along Notice is terminated or not consummated within sixty (60) days of the date of the Drag-Along Notice; provided that notwithstanding the foregoing the Holder shall be entitled to deliver a Put Notice to the Company (if permitted under Section 5(a) and if the Put Notice satisfies the requirements of Section 5(c)) prior to such termination or expiration of such sixty (60) day period which Put Notice shall (if permitted under Section 5(a) and if the Put Notice satisfies the requirements of Section 5(c)) be given full effect upon the occurrence of such termination or expiration, provided that the corresponding Put Effective Date shall be delayed by adding the number of shares days that is equal to the number of Common Stock issued upon exercise days that have passed from the date of delivery to the Company of the Put Notice until the date of such termination or expiration, as appropriate, to the 90-day waiting period under Section 5(d). (g) The rights of the Holder under this Section 5 shall expire on the consummation by the Company of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableQualified Public Offering.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowFrom and after the date that is the first anniversary of the Closing Date (the “Redemption Date”), each holder of Series E Preferred Stock will Sellers’ Representative shall have the right (a the “SR Put Right”) to require Parent to pay to the Sellers’ Representative (for distribution to the Sellers (and to the extent applicable, management of the Company pursuant to the Management Bonus Plan) in accordance with the methodology set forth on Exhibit C), exercised in respect of any or all of the Stock Consideration (except those shares of Stock Consideration that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144 as of such date) held in the Stock Escrow Account and/or the Indemnity Escrow Account, respectively, as specified by the Sellers’ Representative in a written notice (a “Seller Notice”) delivered to Parent (the number of SFX Shares so specified in the Seller Notice, the “Redemption Shares”), an amount equal to Five Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock) multiplied by the number of Redemption Shares (the “Redemption Price”). Upon delivery of the Seller Notice, (i) Parent and Sellers’ Representative shall instruct the Escrow Agent to release the Redemption Shares to Parent, and (ii) Parent shall promptly pay to (or as directed by) the Sellers’ Representative, by wire transfer of immediately available funds to the account or accounts specified by the Sellers’ Representative in the Seller Notice, the Redemption Price. If the Redemption Price is not paid in accordance with the terms hereof within ten (10) Business Days following Parent’s receipt of the Seller Notice, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transaction. (b) Without duplication of the SR Put Right, if either (x) as of the Redemption Date, or (y) following the Redemption Date but prior to the exercise of the SR Put Right pursuant to Section 4.3(a), the Stock Consideration has been distributed to the Sellers, then each Seller shall have the right to require Parent to repurchase any or all the SFX Shares (except those SFX Shares that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144) then-held by such Seller at a price per share of Five Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock). If such repurchase is not consummated within ten (10) Business Days of Parent’s receipt of a written notice of repurchase delivered by such holder Seller, then the per share price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such repurchase. (c) For the avoidance of doubt, the rights contemplated by Section 4.3(a) and Section 4.3(b) shall survive with respect to any portion of the Stock Consideration not registered for resale in, or concurrently with, the SFX Qualified IPO, until the earlier to occur of (i) the date upon which such shares are registered in a Resale Registration, or (ii) such shares are eligible for resale under Rule 144. Upon the exercise of the rights set forth in Section 4.3(a) or 4.3(b), as the case may be, Parent shall apply all of its assets to make the payments contemplated thereby and to no other corporate purpose, except to the Corporation extent prohibited by the DGCL. (d) Parent hereby covenants and agrees to (i) use commercially reasonable efforts to include the Stock Consideration (in all cases in this subsection, including the Indemnity Escrow Shares) in the SFX Qualified IPO or concurrent Resale Registration, (ii) include the Stock Consideration in the SFX Qualified IPO (or concurrent Resale Registration) on a pro rata basis with shares of SFX Common Stock that have been transferred as consideration for other acquisitions by Parent, (iii) following the applicable Lock-Up period required by the managing underwriter of the SFX Qualified IPO, use commercially reasonable efforts to file a registration statement with the SEC for the resale registration (“Resale Registration”) of any unregistered shares of Stock Consideration except those eligible for resale under Rule 144, (iv) use commercially reasonable efforts to cause the registration statement filed with respect to the proposed SFX Qualified IPO (or after March 16Resale Registration, 2021 as applicable) to become effective promptly and to remain effective until the earlier of two years or until all shares of Stock Consideration registered thereunder have been disposed of by Sellers or Sellers’ Representative, as applicable, (iv) furnish, as far in advance as possible but in no event less than five (5) Business Days before filing a registration statement in connection with the SFX Qualified IPO (or Resale Registration, as applicable), a copy of the registration statement and prospectus relating thereto or any amendments or supplements relating to such registration statement or prospectus, to the Sellers’ Representative, and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as the Sellers’ Representative may reasonably propose, and Parent shall not file any such document to which the Sellers’ Representative objects in writing, unless in the reasonable judgment of Parent’s counsel such filing is necessary to comply with applicable Law, (iv) promptly notify in writing the Sellers’ Representative of the receipt by Parent of any comments by or notifications from the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (v) furnish to the Sellers’ Representative such information as the Sellers’ Representative may reasonably request from time to time regarding the Surviving Company or the SFX Qualified IPO, (vi) notify the Sellers’ Representative or Sellers, as applicable, on a timely basis at any time when a prospectus relating to the Stock Consideration or any document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of the Sellers’ Representative prepare and furnish to each Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such Stock Consideration, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (vii) furnish to each Seller such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Seller may reasonably request in order to facilitate the public sale or other disposition of such Seller’s portion of the Stock Consideration, as applicable. All expenses incurred in connection with the SFX Qualified IPO or Resale Registration (including expenses incurred by Sellers’ Representative in connection with the transactions contemplated by this Section 4.3(d)) shall be borne and paid by Parent. On the date on which the registration statement with respect to the SFX Qualified IPO or Resale Registration is declared effective by the SEC, the Parent shall promptly deliver a written notice to the Sellers’ Representative notifying the Sellers’ Representative that the registration statement with respect to the SFX Qualified IPO or Resale Registration has been declared effective. Parent hereby represents, warrants and covenants that the Sellers shall have registration rights at least as favorable as the registration rights granted to any other holder of Secondary Shares. (e) If, in connection with the SFX Qualified IPO, the Stock Consideration is required by the managing underwriter to be subject to a restriction on transfer for a specified period of time following the pricing of the SFX Qualified IPO (a “Put Right NoticeLock-Up”)) then, Parent shall promptly deliver written notice to require the Corporation Sellers’ Representative with respect to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% the terms of the Liquidation Preference plus accrued and unpaid dividends on Lock-Up (including a date specified copy of any agreement to be entered into in connection with the Put Right Notice (a “Put Right Exercise Date”Lock-Up); provided, however, that a Put Right Exercise Date may Parent shall not be less than 30 calendar days after the date on which a Put Right Notice is delivered agree to the Corporation. If a Put Right Exercise Date is any Lock-Up, and shall cause Holder not specifiedto agree to any Lock-Up, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred the Stock through Consideration (and neither the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) Sellers nor Sellers’ Representative shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding enter into any Lock-Up with respect to the Put Right NoticeStock Consideration), and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify unless all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered Secondary Shares and provide each Non-exercising Holder with a copy senior management of such Put Right Notice. The Board Parent shall deliver a waiver of the Ownership Limit be subject to a NonLock-exercising Holder pursuant to Article IX(A)(7Up of at least the same duration, and shall participate in the Lock-Up on the same terms, as the Sellers. (f) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation Following an SFX Qualified IPO, Parent shall use commercially reasonable efforts to obtaincomply with the “current public information” requirement of subsection (c) of Rule 144. Parent shall cooperate with the Sellers’ Representative and Sellers, at as applicable, in providing information necessary to complete and file any information reporting forms presently or hereafter required by the Corporation’s expense)SEC as a condition to the availability of Rule 144. In For the event a Non-exercising Holder fails purposes of this Section 4.3, the availability of Rule 144 for shares of Stock Consideration shall be as determined by the advice of counsel to satisfy the conditions of any existing waiver previously granted to itSellers’ Representative or the Sellers, as applicable. (g) Parent shall not, and fails shall cause its Affiliates not to, (i) prior to provide such representations and undertakingsthe Closing, issue or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without make any further action by such Non- exercising Holder public release or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation announcement with respect to the Put RightTransactions, or otherwise disclose any information relating to the Transactions or include a description of the Transactions or any of the terms of this Agreement in any public filing, in each case, without the prior written consent of the Sellers’ Representative, or (ii) enter into any agreement, including any credit agreement, or take any action that would, or would reasonably be expected to, impair Parent’s or Buyer’s ability to comply with its obligations hereunder. (ch) At Notwithstanding anything contained herein to the first annual meeting of shareholders following contrary, if, prior to the issuance date upon which all of the Series E Preferred StockStock Consideration is registered for resale in or concurrently with an SFX Qualified IPO, registered in a Resale Registration, or eligible for resale under Rule 144, Parent enters into an agreement for the Corporation shall seek acquisition by any third-party purchaser (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules or group of purchasers), directly or indirectly, of beneficial ownership of more than 50% of the Put Right Common Stock Market Value voting power of the voting stock of Parent (including by merger or consolidation) or the sale of substantially all of the assets of Parent to be used to determine a third-party in one or a series of related transactions, then the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve rights set forth in Section 4.3(a) or 4.3(b) shall automatically accelerate and become exercisable by the Put Right Common Stock Market ValueSellers’ Representative and Sellers, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableas applicable.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe terms and conditions of this Agreement, each holder of Series E Preferred Stock will Soaring Wings shall have the right (a but not the obligation), upon written notice to Parent (the “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”) given at any time before the Put Deadline (as defined below), to require force Parent to purchase, for cash, at the Corporation Put Closing (as defined below), all or any portion of the shares of ARC Stock received by Soaring Wings under Section 1.2(c) of the Asset Purchase Agreement or Section 15 of this Agreement. In the event Soaring Wings receives ARC Stock pursuant to redeem all, but not less than all, Section 1.2(c) of the Asset Purchase Agreement and puts all of such holder’s ARC Stock to Parent, then outstanding Series E Preferred Stock the amount payable by Parent to Soaring Wings at the Put Closing shall be equal to the Put Price (as defined below). In the event Soaring Wings elects to put only a value per share portion of at 130% such shares to Purchaser, either because Soaring Wings received Contingent Cash Consideration on one or more of such anniversaries, Soaring Wings sold some of the Liquidation Preference plus accrued ARC Stock, Soaring Wings elected to retain some of the ARC Stock and unpaid dividends on put only a date specified portion of the ARC Stock to Parent, and/or for any other reason, then the amount payable by Parent to Soaring Wings at the Put Closing will calculated in the Put Right Notice following manner: (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of x) the Put Right NoticePrice, multiplied by (y) a fraction, the Put Right Notice shall be effective on the 30th calendar day (or if such day numerator of which is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common ARC Stock issued shall be determined put to Parent by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right NoticeSoaring Wings hereunder, and (b) if the shareholder described in Section 10(b) denominator of which is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common ARC Stock issued upon exercise received by Soaring Wings under the Asset Purchase Agreement had Soaring Wings received ARC Stock on each of a Put Rightthe 1st, 2nd and 3rd anniversaries of the Closing Date. In Upon the event shareholder fail to so approve mutual written agreement of Parent and Soaring Wings, the deadline for Soaring Wings delivering the Put Right Common Stock Market ValueNotice may be extended beyond the Put Deadline, in which case the Put Closing will be a day selected by the Parent and Soaring Wings (but in no event later than 14 days after the end of new Put Deadline). The amount payable by Parent to Soaring Wings at the Put Closing shall be referred to herein as, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the “Put Right shall not be exercisablePayment”.

Put Right. (a) Subject In the event (i) after the closing of the Qualified Listing, (A) the Class A Ordinary Shares or the American depositary shares representing the Class A Ordinary Shares (if applicable) cease to obtaining shareholder approval pursuant be listed or quoted on the Relevant Stock Exchange and (B) none of the Class A Ordinary Shares, the American depositary shares representing the Class A Ordinary Shares (if applicable) or any other securities the Class A Ordinary Shares would be converted into, or exchanged for is listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or the Hong Kong Stock Exchange (Main Board) (or any of their respective successors) (a “Delisting Event”), or (ii) any change in or amendment to Nasdaq Marketplace Rules the applicable Laws of the PRC results in (x) the Group Companies, as described belowa whole, each holder being legally prohibited from operating all or substantially all of Series E Preferred Stock will its business operations and unable to continue to derive all or substantially all of the economic benefits from its business operations (as in existence immediately prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right (a the “Put Right”), exercised by notice delivered by such holder to at the Corporation on or after March 16, 2021 (a “Put Right Notice”)Holder’s option, to require the Corporation Company to redeem all, but not less than all, repurchase all or any portion of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “Put Date”) at 100% of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference principal amount plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends Interest with respect to such shares of Series E Preferred Stock through the redemption by outstanding principal amount, if any, to (iibut excluding) the market value of the Common Stock. The market value per share of the Common Stock payment Put Date (the “Put Right Common Stock Market ValuePrice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt On or before the twentieth (20th) calendar day after the occurrence of a Put Right Noticeany Delisting Event or VIE Event, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board Company shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such Delisting Event or VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount will be paid; (v) the procedures that the Holder must follow and the requirements that the Holder must satisfy in order to exercise the Put Right; (vi) that a Put Notice, once validly given, may not be withdrawn, and (vii) if the Put Right Notice is delivered after a Qualified Listing, the Conversion Price as of the date of the Put Right Notice and the last day on which the Optional Conversion Right may be exercised. (c) At To exercise its rights to require the first annual meeting of shareholders following Company to purchase this Note, the issuance Holder must deliver a written irrevocable notice of the Series E Preferred Stockexercise of such right substantially in the form set forth in Appendix 4 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, to the Company during normal business hours at the principal office of the Company by no later than ten (10) Business Days prior to the Put Date. For the avoidance of doubt, after the closing of a Qualified Listing, the Corporation shall seek Holder may exercise the Optional Conversion Right at any time during the Optional Conversion Period with respect to any portion of the outstanding principal amount of this Note only if the Holder has not delivered a Put Notice with respect to such portion of the outstanding principal amount of this Note. (and use best efforts to obtaind) shareholder approval pursuant to applicable Nasdaq Marketplace Rules Following the payment of the Put Right Common Stock Market Value Price by the Company on the Put Date, (i) this Note will cease to be used outstanding; and (ii) all other rights of the Holder with respect to determine the number portion of shares the outstanding principal amount of Common Stock issued upon exercise of a Put Right. In this Note repurchased shall terminate (other than the event shareholder fail right to so approve receive the Put Right Common Stock Market ValuePrice). If a portion of this Note is surrendered for redemption pursuant to Section 12(a), the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtainedCompany shall issue a new Note, the aggregate outstanding principal amount of which is the same as the principal amount of this Note not repurchased by the Company, to the Holder and record the reduction in the outstanding principal amount in the Register immediately after payment of the Put Right Price by the Company on the Put Date. (e) Notwithstanding the foregoing, the Company shall not be exercisablerequired to repurchase this Note on any date at the option of the Holder upon a Delisting Event or VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. (a) Subject If a Liquidity Event is proposed to obtaining shareholder approval pursuant occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to Nasdaq Marketplace Rules as described beloweach Securityholder not more than 45 days nor less than 15 days prior to the anticipated consummation date of such Liquidity Event, and the Company shall give each holder Securityholder prompt written notice of Series E any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Stock will have Units may elect (the right (a “Put Right”"PUT ELECTION"), exercised by notice delivered by such holder subject to and in accordance with the Corporation on or after March 16, 2021 (a “Put Right Notice”)terms of this SECTION 2, to require all of the Corporation Securityholders to redeem allsell, and the Company to purchase from such Securityholders, all (but not less than all, ) of the Senior Preferred Units then held by the Securityholders by delivering written notice of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice Election (a “Put Right Exercise Date”); provided, however, that "PUT EXERCISE NOTICE") to the Company on or prior to the tenth day after the Company delivers notice of such proposed Liquidity Event to the Securityholders. Upon receipt of a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice Securityholders shall be effective on obligated to sell, and the 30th calendar day (or if Company shall be obligated to purchase, all of the Senior Preferred Units then held by the Securityholders immediately prior to the consummation of such day is Liquidity Event. If the proposed Liquidity Event does not a Business Dayoccur, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right Election relating thereto shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed deemed null and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)void. (b) Upon receipt of a For any Put Right NoticeElection, the Corporation shall promptly notify all other holders purchase price for each Senior Preferred Unit will be the SUM of Series E the Senior Preferred Stock, if any Unreturned Capital (each, a “Non-exercising Holder”as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), that a Put Right Notice has been delivered and provide in each Non-exercising Holder with a copy case as of such Put Right Noticethe close of business on the business day immediately preceding the consummation of the Liquidity Event. The Board shall deliver a waiver Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by such Securityholder or any of its Affiliates to the Company and will pay the remainder of the Ownership Limit to purchase price by (i) a Non-exercising Holder pursuant to Article IX(A)(7check or wire transfer of immediately available funds or (ii) of the Articles if such purchase is being made prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides date that is thirty months after the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtaindate hereof, at the Corporation’s expenseoption of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash). In , and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event a Non-exercising Holder fails to satisfy that the conditions issuance by the Company of any existing waiver previously granted to it, and fails to provide such representations and undertakings, the foregoing described promissory note would create adverse tax consequences for the Company or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do soits members, the minimum number Company may in lieu thereof cause one or more of shares its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion promissory note from each of the shares specified Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the Put Right Conversion; provided, however, that event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the Non-exercising Holder shall, if necessary, consideration to be permitted, received by the Company's other equityholders in connection with therewith consists of Liquid Securities (the exercise percentage represented by another Holder of its Put Right, to put such portion of its shares above the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may be pay the portion of the required purchase price for such Senior Preferred Units that is equal to enable the Corporation Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to obtain such Liquid Securities in such Approved Sale) equal to the opinion Liquid Securities Percentage of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”)such required purchase price. The consideration delivered by Company will be entitled to receive customary representations and warranties from the Corporation in connection with the exercise of a Secondary Put Right shall Securityholders regarding such sale and to require that all signatures be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightcertified. (c) At Notwithstanding anything herein to the first annual meeting contrary, all repurchases of shareholders following Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the issuance of the Series E Preferred StockDelaware Limited Liability Company Act, the Delaware General Corporation Law, such other applicable corporate or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchase, then the Company shall seek make such repurchase as soon as it is permitted to make such repurchase (and use best efforts to obtainreceive the necessary funds from its Subsidiaries) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableunder such restrictions.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (a90) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowdays thereafter, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem allOptionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not less than allredeemed, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant added to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock required to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) next following Redemption Date and shall be paid with the same type and proportion redeemed on that date, subject to provisions of consideration elected by the Corporation with respect to the Put Rightthis Section 4. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. If the Company enters into any business combination whereby the holders of the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) Subject the aggregate fair market value immediately prior to obtaining shareholder approval the effective time of such business combination of the Shares issuable pursuant to Nasdaq Marketplace Rules this Warrant (such fair market value to be determined as described below, each holder set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of Series E Preferred Stock will have this Warrant for such Shares (the right (a “Put Right”), exercised by notice delivered by such holder ; provided in order to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in effectively exercise the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right NoticeRight, the Put Right Election Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be describe in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing detail (i) the sum conflict of (a) 130% interest the Holder would experience if forced to hold equity securities of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date surviving entity and (ii) the Board why such conflict of interest has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event or would have a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 material adverse effect on the Put Right Exercise Date, concurrently with the conversion of the shares specified Holder’s business operation in the Put Right Conversion; providedordinary course, however-provided, further, however•, that the Non-exercising Holder shallshall have no Put Right if (x) the proposed business combination is not consummated, if necessary(y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, be permittedthe Company shall pay to the Holder; in immediately available funds, in connection with any amounts due as a result of the Holder’s exercise by another Holder of its Put Right, to put such portion Right no later than the effective time of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). business combination.. The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be calculated in accordance with of no further force and effect upon the pricing mechanism specified in paragraph earlier of (a1) the termination of the Loan Agreement and shall be paid with the same type and proportion of consideration elected repayment by the Corporation with respect to Company of or the Put Rightwaiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holder. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject At any time and from time to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowtime on or after the --------- seventh anniversary of the Initial Closing Date, but not after the consummation of a Public Offering, each holder of Series E Preferred Stock will Institutional Investor shall have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation Company to redeem repurchase all, but not less than all, of the outstanding Investor Stock held by such holder’s then outstanding Series E Preferred Stock Institutional Investor and its Affiliates at a value per share the Repurchase Price (as defined below) by giving written notice to the Company of at 130% such Institutional Investor's exercise of this right (the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right "Exercise Date”Notice"); provided, however, that a Put Right Exercise Date may not be less than 30 calendar . Within 10 days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right receipt of an Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice --------------- Company shall be effective on give written notice (the 30th calendar day (or if such day is not a Business Day"Repurchase Notice") to each other holder ----------------- of Investor Stock, setting forth the next Business Day) following the delivery identity of the Put Right Institutional Investor tendering such Exercise Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Investor Stock to be redeemed repurchased from such Investor, and (b) any accrued and unpaid dividends with respect to such shares a reasonable approximation of Series E Preferred Stock through the redemption by (ii) the fair market value of the Common Company's assets (net of any Company liabilities senior in liquidation preference to the Investor Stock. The market value per ) and of each share of Investor Stock at the Common Stock payment (the “Put Right Common Stock Market Value”) time of such Repurchase Notice. Each Investor shall be entitled to join in such repurchase and require the greater of (a) the weighted market sale price average Company to purchase all, but not less than all, of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Investor Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy Investor and its Affiliates at the Ownership Limit shall without any further action by such Non- exercising Holder or same closing, at the Corporation automatically be converted (along with the aggregate accrued or accumulated same price, and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right same terms as the Institutional Investor tendering the Exercise Date, concurrently with Notice by giving Exercise Notice within 20 days after the conversion date of the shares specified Repurchase Notice. Promptly (but in any event within 3 business days after the end of this 20-day period), the Company shall send each Investor written notice updating the information contained in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it Repurchase Notice (the “Secondary Put Right”"Revised Repurchase Notice"). The consideration delivered by Revised Repurchase ------------------------- Notice shall also set forth a time (which shall be not less than 5 nor more than 10 business days after the Corporation in connection with date of such notice) and place for a meeting between the exercise Company and the holders of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance majority of the Series E Preferred Stock, Investor Stock which the Corporation shall seek Company has been requested to repurchase (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right"Majority Holders"). In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.----------------

Put Right. (a) Subject Prior to obtaining shareholder approval the settlement by the Company of any Series B Warrant upon exercise by the Original Yucaipa Stockholders, and subject to Tengelmann’s right to approve any issuance of Company Common Stock in connection therewith pursuant to Nasdaq Marketplace Rules as described belowSection 2.04(a)(ix), each holder of Series E Preferred Stock the Company will have give Tengelmann the right (a “Put Right”) to (i) cause the Company to settle such Series B Warrant by issuing and delivering Company Common Stock to Original Yucaipa Stockholders (in which case, such issuance shall be deemed to be approved by Tengelmann pursuant to Section 2.04(b)(ii), exercised by notice delivered by such holder ) and (ii) sell to the Corporation on Company some or after March 16all of the shares of Company Common Stock to be so issued and delivered to Yucaipa in the following manner, 2021 provided that the Company shall not be required to purchase Company Common Stock pursuant to this clause (ii) to the extent necessary to avoid a Liquidity Impairment: (b) The Company will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of each exercise by Yucaipa of one or more Series B Warrants, specifying the number of shares (the “Share Number”) of Company Common Stock subject to such Series B Warrants and what portion, if any, the Company proposes to settle by the issuance and delivery to Yucaipa of Company Common Stock (the “Proposed Stock Settlement Amount”) and what portion, if any, the Company proposes to settle in cash. (c) If Tengelmann determines to exercise its Put Right, Tengelmann will deliver a notice (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered ) to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days Company within 10 Business Days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise receipt of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common StockWarrant Exercise Notice indicating, then (i) the number of shares of Company Common Stock issued which the Company shall be determined by dividing purchase from Tengelmann pursuant to Tengelmann’s Put Right (iwhich number shall not exceed the Share Number) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) if the market value Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), the portion of such excess to be settled by the issuance and delivery of Company Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ii) (to the extent such approval is required thereby). The purchase price per share for such Company Common Stock will be equal to the Market Price of the Common Stock. The market value per share of the Company Common Stock payment on the business day immediately preceding the date of exercise by Yucaipa of such Series B Warrants (the “Put Right Common Stock Market ValuePrice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (bd) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of If Tengelmann exercises its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred StockCompany will purchase from Tengelmann, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Company Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve set forth in the Put Right Common Stock Market Value, the Corporation will successively seek similar approval Notice at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablePrice.

Put Right. (a) Subject to obtaining shareholder approval pursuant paragraph (b) hereof, if there has not been a Successful Remarketing prior to Nasdaq Marketplace Rules as described belowthe end of the Final Remarketing Period, each holder Holders of Series E Preferred Stock will Debentures will, subject to this Section 8.05, have the right (a the “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ) to require the Corporation Company to redeem allpurchase such Debentures on the Purchase Contract Settlement Date, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value price per share of at 130% Debenture to be purchased equal to the principal amount of the Liquidation Preference applicable Debenture, plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); providedinterest to, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Noticebut excluding, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment Purchase Contract Settlement Date (the “Put Right Common Stock Market ValuePrice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a The Put Right Noticeof Holders of Applicable Ownership Interests in Debentures that are part of Corporate Units will be deemed to be automatically exercised unless such Holders (1) prior to 5:00 p.m., New York City time, on the Corporation shall promptly notify all other holders second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of Series E Preferred Stocktheir intention to settle the related Purchase Contract with separate cash, if any and (each2) on or prior to 5:00 p.m., a “Non-exercising Holder”)New York City time, that a Put Right Notice has been delivered and provide on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder case pursuant to Article IX(A)(7the terms and conditions of Section 5.03(b)(iii) of the Articles prior Purchase Contract and Pledge Agreement with respect to such settlement, and such Holders shall be deemed to have elected to have a portion of the proceeds of the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior Debentures underlying such Applicable Ownership Interests in Debentures equal to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior Purchase Price set-off against such Holders’ obligations to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with pay the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of Purchase Price for the shares of Common Stock (including to be issued under the Purchase Contracts in full satisfaction of such Holders’ obligations under the Purchase Contracts, and any fraction remaining amount of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion Price following satisfaction of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall related Purchase Contracts will be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightsuch Holders. (c) At The Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially in the first annual meeting of shareholders following form attached as Exhibit B hereto, together with such Holder’s separate Debenture, to the issuance of Trustee by such Holder on or prior to the Series E Preferred Stocksecond Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Corporation Company shall seek (and use best efforts deposit with the Trustee immediately available funds in an amount sufficient to obtain) shareholder approval pursuant pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures with respect to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of which a Holder has exercised a Put Right. In the event shareholder fail exchange for any Separate Debentures surrendered pursuant to so approve the Put Right Common Stock Market ValueRight, the Corporation will successively seek similar approval at Trustee shall then distribute such amount to the next annual meetings Holders of shareholders until February 28, 2022. If shareholder approval is not obtained, such Separate Debentures. (d) Debentures purchased pursuant to the Put Right shall not be exercisablecancelled by the Trustee.

Put Right. The Preferred Members have a put right, on the terms and conditions set forth in this Section 7.01 (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised to cause the Company to redeem, from time to time, all or any portion of the Preferred Units then held by notice delivered by such holder to the Corporation Preferred Members. To exercise the Put Right, the Requisite Preferred Holders, on or after March 16behalf of the Preferred Members, 2021 shall notify the Company and Xspand, in writing (a “Put Right Notice”), that the Preferred Members are electing to require sell to the Corporation Company that number of Preferred Units specified in such Put Notice for the Put Price. The Company shall be required to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% consummate the purchase of the Liquidation Preference plus accrued Preferred Units specified in such Put Notice for the Put Price. The closing of any purchase and unpaid dividends sale of the Preferred Units specified in such Put Notice shall take place at the principal office of the Company (or such other location agreed to by the Company and the Requisite Preferred Holders) on a date specified determined by the Company, but in any event no later than ten (10) days following receipt of such Put Notice. At such closing, the Company shall deliver to the Preferred Members the Put Right Notice Price (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not which shall be less than 30 calendar days after the date on which a Put Right Notice is delivered allocated to the Corporation. If Preferred Members on a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective pro rata basis based on the 30th calendar day number of Preferred Units being redeemed from each Preferred Member) either (or if such day is not a Business Day, the next Business Dayy) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash by wire transfer of immediately available funds to accounts designated by the Preferred Members or Common Stock at (z) through the election of issuance and delivery to the Corporation. If in connection with the exercise Preferred Members of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Xspand Common Stock issued shall be determined by dividing (i) equal to the sum of (a) 130% Applicable Percentage of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends Fixed Share Amount with respect to such shares Put Notice. For the avoidance of Series E doubt, the Requisite Preferred Stock through the redemption by (ii) the market value Holders may deliver multiple Put Notices from time to time until such time as all of the Common Stock. The market value per share of Preferred Units have been redeemed from the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)Preferred Members. (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject to obtaining shareholder approval If at any time a Management Holder’s Employment shall be terminated by reason of such Management Holder’s death or Permanent Disability, except as otherwise provided in any written agreement between the Company and such Management Holder, such Management Holder (and each Permitted Management Holder Transferee of such Management Holder who has been transferred Stock pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will this Agreement by such Management Holder) shall have the right (a “Put Right”)right, exercised by notice delivered by such holder to but not the Corporation on or after March 16, 2021 (a “Put Right Notice”)obligation, to require sell, and the Corporation Company shall be required to redeem allpurchase, all (but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% ) of the Liquidation Preference plus accrued Stock owned by that Management Holder and unpaid dividends on a date specified in any Permitted Management Holder Transferee (the “Put Option”, and such Stock subject to the Put Right Notice Option, the “Put Eligible Stock”) at the Put Option Price. (b) If a Management Holder desires to exercise its Put Option, it shall deliver written notice thereof (a “Put Right Exercise DateNotice”) to the Company no earlier than one hundred and eighty-one (181) days and no later than two hundred and ten (210) days following the later of (x) termination of the Management Holder’s Employment and (y) receipt of Option Stock by such Management Holder in connection with a post-termination exercise in accordance with the Option Plan. The Management Holder and any Permitted Management Holder Transferees shall deliver to the Company certificates representing the shares of Put Eligible Stock, free and clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the principal office of the Company on the sixtieth (60th) day after delivery of the Put Notice to the Company. The Company will pay the proceeds from the purchase of the Put Eligible Stock pursuant to the Put Option (the “Put Repurchase Price”), at its option, (i) by a check or wire transfer of immediately available funds or (ii) to the extent that payment of the Put Repurchase Price in cash would adversely affect (x) the Company’s liquidity or would be restricted by the Company’s financing arrangements, or (y) the business, financial condition, liquidity or prospects of the Company, in each case, as determined by the Board in good faith, by a subordinated non-amortizing note with a five year term beginning on the closing date of the purchase of the Put Eligible Stock (the “Put Note”). The Put Note shall bear interest at a rate equal to the Mid-term Applicable Federal Rate plus three percent (3%) from the date of issuance of the Put Note and will be payable quarterly in arrears. Such Put Note may be prepaid by the Company in whole at any time or in part from time to time without premium or penalty and shall otherwise be in the form acceptable to the Board; provided, however, that a if at any time after such Put Right Exercise Date may not be less than 30 calendar days after Note has been issued the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right NoticePrepayment Conditions are satisfied, the Put Right Notice Note shall then be effective on prepaid in full at such time. Notwithstanding anything to the 30th calendar day (or if such day is not a Business Daycontrary in this Agreement, the next Business Day) following the delivery of the Put Right Notice. Any redemption Company shall not be obligated to make any cash payment pursuant to this Section 9(b) or any cash payment of principal or interest due under a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) Note if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board determines that making such payment would reasonably be likely to adversely affect the representations and undertakings specified in Article IX(A)(7) of Company’s liquidity or be restricted by the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the CorporationCompany’s expense)financing arrangements. In the event the Company cannot make any cash payment under this Section 9(b) or the cash payments of principal and interest due under a Non-exercising Holder fails Put Note because of such Board determination, the Company will undertake to satisfy make such payments at such time as the conditions Board determines that making such payment would not reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. Payment of the Put Repurchase Price shall be made after offset of any existing waiver previously granted bona fide debts owed by the Management Holder to itthe Company, and fails which will be entitled to provide such receive customary representations and undertakings, or warranties from the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Management Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated its Permitted Management Holder Transferees, as applicable, regarding such sale and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion to require all signatures of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Management Holder shall, if necessary, or its Permitted Management Holder Transferees to be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightguaranteed. (c) At Upon the first annual meeting of shareholders following the issuance termination of the Series E Preferred StockEmployment of any Management Holder as set forth in Section 9(a), the Corporation Management Holder’s Put Option shall seek (and use best efforts also apply with respect to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules all Stock held by Affiliates of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableterminated Management Holder.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowIf a Public Offering has not occurred by October 8, each holder of Series E Preferred Stock will have 2017, in the right (a “Put Right”), exercised by notice delivered by such holder event any Target Investment is sold or repaid thereafter and prior to the Corporation on or after March 16, 2021 (earlier of an initial Public Offering and a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% listing of the Liquidation Preference plus accrued and unpaid dividends REIT Shares on a date specified in the Put Right Notice (national securities exchange or automated quotation system, SteepRock may, at its sole option, require SR Mezz to repurchase Common Units from SteepRock having a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered Value equal to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery product of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum proceeds from the sale of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed such Target Investments and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater lesser of (ax) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, 5% and (by) if the shareholder described in Section 10(b) is obtained, $0.75 SteepRock’s Sharing Percentage (appropriately adjusted as defined in the same manner as the Conversion Price pursuant to Section 9LLC Agreement). (b) Upon Promptly following a sale or repayment of any Target Investment for which the right set forth in Section 4.01(a) applies, SR Mezz shall notify SteepRock in writing of such sale or repayment, including the amount of proceeds received by SR Mezz in respect thereof, the proposed use of such proceeds by SR Mezz, if known, and that SteepRock is entitled to exercise its right pursuant to Section 4.01(a) hereof. If SteepRock desires to exercise its right pursuant to Section 4.01(a) hereof, it shall give SR Mezz written notice of the exercise of each such option no later than fifteen (15) Business Days following receipt of a Put Right Notice, the Corporation notice from SR Mezz referred to in the preceding sentence. Failure to provide such notice during such fifteen (15) Business Day period shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver be deemed to be a waiver of the Ownership Limit to a Non-exercising Holder SteepRock’s right pursuant to Article IX(A)(7Section 4.01(a) in respect of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, applicable sale or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightrepayment. (c) At the first annual meeting of shareholders following the issuance SteepRock covenants and agrees that all of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval Common Units tendered for repurchase pursuant to applicable Nasdaq Marketplace Rules this Section 4.01 shall be delivered to SR Mezz free and clear of the Put Right all liens, claims and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market ValueUnits, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right SR Mezz shall not be exercisableunder any obligation to repurchase such Common Units pursuant to this Section 4.01. SteepRock further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Common Units to SR Mezz, SR Mezz shall assume and pay such transfer tax. (d) The provisions of this Section 4.01 shall terminate upon the earliest to occur of (x) consummation of an initial Public Offering, (y) the listing of the REIT Shares on a national securities exchange or automated quotation system and (z) the termination of the Sub-Advisory Agreement.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowWithin sixty days after the end of the Deadlock Period without resolution of a Deadlock, each holder after complying with the resolution procedures set forth in Section 11.1 hereof, provided such Deadlock occurs after the third anniversary of Series E Preferred Stock will have the right (a “Put Right”)Formation Date, exercised by UA may deliver notice delivered by such holder to the Corporation on or after March 16, 2021 Company and ▇▇▇.▇▇▇ (a “the "Put Right Notice”), ") stating that UA is exercising its option to require the Corporation to redeem put all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified its Interest in the Company to ▇▇▇.▇▇▇ (the "Put Right Notice (a “Put Right Exercise Date”Option"); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after . Upon the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery receipt of the Put Right Notice, ▇▇▇.▇▇▇ and UA shall jointly determine the Put Right Notice shall be effective on fair market value of UA's Interest, taking into account the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the fair market value of the Common Stock. The market value per share Business of the Common Stock payment Company as a going concern (the “Put Right Common Stock "Fair Market Value”") and the sale of the Interest pursuant to the Put Option shall be consummated within twenty (20) Business Days of such determination of Fair Market Value according to the greater procedures set forth herein, subject to any and all necessary regulatory or other approvals. If ▇▇▇.▇▇▇ and UA fail to agree as to the Fair Market Value within fifteen (15) Business Days starting from the date of the Put Notice, UA will engage an appraisal firm (athe "First Appraiser") to appraise the weighted market sale price Fair Market Value as of the most recent practicable date (the "Appraisal Date") and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "First Appraisal") no later than twenty (20) Business Days after being engaged. For a period of ten (10) Business Days following receipt of the First Appraisal, ▇▇▇.▇▇▇ will have the right to object to the First Appraisal by written notice to UA (the "FMV Objection Notice") and engage an appraisal firm (the "Second Appraiser"). ▇▇▇.▇▇▇ will cause the Second Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to ▇▇▇.▇▇▇ and UA describing the results of such appraisal (the "Second Appraisal") within twenty (20) Business Days following the date of the FMV Objection Notice. In the event the Fair Market Values determined by the First Appraiser and the Second Appraiser differ and UA and ▇▇▇.▇▇▇ fail to agree upon the Fair Market Value within ten (10) Business Days after delivery of the Second Appraisal, the First Appraiser and the Second Appraiser will select an appraisal firm (the "Third Appraiser"), and --------------- UA and ▇▇▇.▇▇▇ will cause the Third Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "Third Appraisal") within twenty --------------- (20) Business Days following the date of the Third Appraiser's engagement. After delivery of the Third Appraisal, the Fair Market Value will be the average of the Common Stock for two values determined by the 30 trading days (or such longer trading period as required appraisers whose determination of value is closest to have at least 5 trading days on which trades occurred) preceding each other from among the Put Right Notice, and (b) if three appraisals. Determination of the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted Fair Market Value in the same above manner as will be final and binding on UA and ▇▇▇.▇▇▇. The cost of the Conversion Price pursuant First Appraiser will be borne by UA. The cost of the Second Appraiser, if any, will be borne by ▇▇▇.▇▇▇. The cost of the Third Appraiser, if any, will be shared equally by UA and ▇▇▇.▇▇▇. ▇▇▇.▇▇▇ shall have the right to Section 9)assign its obligation to purchase the Interest of UA. (b) Upon receipt of a Put Right Notice, At the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver closing of the Ownership Limit sale of UA's Interest to a Non-exercising Holder ▇▇▇.▇▇▇ pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides Option, ▇▇▇.▇▇▇ shall issue and deliver to UA a Promissory Note in the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior principal amount equal to the Put Right Exercise Date and Fair Market Value as determined pursuant to this Section 11. The Promissory Note shall provide for the principal to be paid in five (ii5) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtainequal quarterly installments, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to ittogether with accrued but unpaid interest thereon, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereoninitial payment being six (6) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this months after the final Fair Market Value has been established pursuant to Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”11.2(a). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right Promissory Note shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval bear interest at the next annual meetings rate of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableprime plus 1%.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowAt any time following a Put Trigger Event, each holder of Series E Preferred Stock will Madison Member shall have the right right, in its sole and absolute discretion, to require TPG Member to purchase all and not less than all of Madison Member’s Interest for a purchase price equal to the Put Price (a the “Put Right”), exercised by ) upon a notice delivered by such holder from Madison Member to the Corporation on or after March 16, 2021 (a “TPG Member that Madison Member is exercising its Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment under this Section 9.04 (the “Put Right Common Stock Market ValueNotice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon exercise of the Put Right, TPG Member shall acquire the Interest of Madison Member on or prior to the one hundred and eightieth (180th) day after the receipt by TPG of a the Put Right Notice, Notice (the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising HolderPut Period”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver Within ten (10) days of the Ownership Limit to a Non-exercising Holder determination of the Fair Market Value pursuant to Article IX(A)(7Section 9.04(f), TPG Member shall deposit a nonrefundable amount equal to five percent (5%) of the Articles Put Price (the “Put Deposit 1”) in escrow pursuant to a customary escrow agreement. On or prior to the conclusion of the Put Right Exercise Date if Period, TPG Member may elect by notice to Madison Member (ithe “Extension Election Notice”) to defer the closing by an additional ninety (90) days beginning on the date of such Non-exercising Holder provides election. Simultaneously with TPG Member’s delivery of the Board the representations and undertakings specified in Article IX(A)(7Extension Election Notice, TPG Member shall deposit a nonrefundable amount equal to one percent (1%) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it Price (the “Secondary Put RightDeposit 2”). The consideration delivered by the Corporation in connection , and collectively with the exercise of Put Deposit 1, the “Put Deposits”) in escrow pursuant to a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightcustomary escrow agreement. (c) At the first annual meeting of shareholders following closing, the issuance Put Price shall be paid by TPG Member to Madison Member in immediately available funds. The terms of the Series E Preferred Stockpurchase and sale shall be unconditional and (i) Madison Member shall represent and warrant that it has all necessary power and authority to transfer its Interest, that it is the Corporation record and beneficial owner of its Interest and that its Interest is owned by it free and clear of all liens and encumbrances and is subject to no legal or equitable claims and (ii) TPG Member shall seek assume all obligations and liabilities relating to the purchased Interest arising from transactions or events occurring after the closing of such sale. Upon request, each of Madison Member and TPG Member shall deliver to the other customary documentation evidencing the sale, assignment, representations and assumptions set forth herein. (and use best efforts d) If TPG Member defaults in its obligation to obtain) shareholder approval purchase all of Madison Member’s Interest pursuant to applicable Nasdaq Marketplace Rules this Section 9.04, Madison Member may elect one or more of the following remedies: (i) retain the Put Deposits as liquidated damages, (ii) exercise its Put Right again, at any time, in its sole and absolute discretion, provided that upon an exercise of the Put Right Common Stock Market Value pursuant to be used this Section 9.04(d), TPG Member shall acquire the Interest of Madison Member on or prior to determine the number ninetieth (90th) day after the receipt by TPG Member of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market ValueNotice and TPG Member may not deliver an Extension Election Notice, (iii) Transfer its Interest to any institutional third party transferee without obtaining the Corporation prior written consent of TPG Member (but subject to any required approval from CalSTRS), (iv) pursue all legal rights and remedies against TPG Member, including the recovery of damages arising from such breach and (v) cause the Company to pay to Madison Member all of the distributions otherwise payable to TPG Member pursuant to Section 6.07 hereof (which distributions will successively seek similar approval at be credited against the next annual meetings obligation of shareholders TPG Member to purchase all of Madison Member’s Interest), until February 28, 2022. If shareholder approval is not obtained, TPG Member acquires the Put Right shall not be exercisableInterest of Madison Member.

Put Right. (ai) Subject to obtaining shareholder approval pursuant the terms and conditions hereof, the Executive shall be entitled, by giving notice to Nasdaq Marketplace Rules the Company (the “Put Notice”) at anytime during the one week period commencing on September 15, 2003 and ending at 5:00 p.m. Chicago time on September 21, 2003, to require the Company to purchase at the Put Purchase Price (as described defined below, each holder ) all or part of Series E Preferred the 204,000 shares of Common Stock will have beneficially owned by the right Executive as of the Effective Date (a the “Put Right”). The Put Notice shall (x) specify the amount of shares of Common Stock to be sold, exercised by notice delivered by (y) contain an irrevocable commitment to sell such holder Common Stock in the manner set forth in this Section 1(f) and (z) specify the date such shares are to the Corporation on or after March 16, 2021 be sold (a “Put Right Notice”), to require the Corporation to redeem all, but which date shall be not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less 10 business days nor more than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar 20 business days after the delivery of the Put Right Notice, Notice (the “Put Right Notice shall Closing Date”). (ii) The aggregate purchase price for the shares of Common Stock to be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption purchased pursuant to a the Put Right shall be in cash or Common Stock at equal to the election 9 product of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then (x) the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption purchased multiplied by (iiy) the market value of the Common Stock. The market value per share of the Common Stock payment $8.31 (the “Put Right Common Stock Market ValuePurchase Price”) ). The Put Purchase Price shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required subject to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted equitable adjustments in the same manner as event of any stock split, recapitalization or similar transaction affecting the Conversion Price pursuant to Section 9)common stock. (biii) Upon receipt The consummation of a the transactions pursuant to an exercised Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to take place on the Put Right Exercise Closing Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on 1(f). On the Put Closing Date the Company shall pay the Put Purchase Price by cashier’s check or wire transfer of immediately available funds to an account designated by the Executive in exchange for the Common Stock being purchased. The Executive shall cause the shares of Common Stock being purchased pursuant to the Put Right Exercise Dateto be delivered to the Company at the closing free and clear of all liens, concurrently with charges or encumbrances of any kind and shall take all such actions as the conversion Company reasonably requests to vest in the Company title to such shares being purchased free of any lien, charge or encumbrance. (iv) The Company shall have the right to assign the obligation to purchase the shares specified in underlying the Put Right Conversion; providedto a third party 10 reasonably acceptable to the Executive, however, provided that any such assignment shall not relieve the Non-exercising Holder shall, if necessary, be permitted, Company from its obligations under this Section 1(f) in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable event the Corporation to obtain the opinion of counsel contemplated above or assignor fails to satisfy its obligation to purchase the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect shares subject to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock. In connection with any such assignment, the Corporation Executive shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of take any actions reasonably requested by such third party in connection with such assignment, including entering into a new agreement with such third party that would govern the Put Right Common Stock Market Value and contain customary provisions relating generally to be used to determine put rights. The Company shall reimburse the number of shares of Common Stock issued upon exercise of a Put Right. In Executive for reasonable counsel fees and expenses incurred by the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableExecutive in connection any such assignment.

Put Right. (a) Subject Upon either (i) a termination by the Company of Executive’s employment Without Cause or (ii) a resignation by Executive for Good Reason (each, a “Put Event”), Executive will have a right, but not the obligation, to obtaining shareholder approval sell a number of vested Units (as such term is defined in the Racecar Holdings Agreement) of Holdings held by Executive equal to the lesser of (i) vested Units representing 20% of the outstanding vested Units held by Executive (valued at fair market value as of Executive’s termination date, as determined in good faith by the Board consistent with Avista Capital Partners’ most recent valuation of Holdings) or (ii) vested Units with a fair market value of $2,000,000 (valued at fair market value as of Executive’s termination date, as determined in good faith by the Board consistent with Avista Capital Partners’ most recent valuation of Holdings) (the “Put Units”), to the Company pursuant to Nasdaq Marketplace Rules as described below, each holder the terms and conditions of Series E Preferred Stock will have this Section 14 (the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all. As promptly as practicable, but not less than allin any event within 30 days after any Put Event, Executive must provide written notice to Holdings of such holderExecutive’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in intent to exercise the Put Right Notice (a the “Put Right Exercise DateNotice”); provided, however, that a Put Right Exercise Date may if Executive does not be less than 30 calendar days after the date on which a Put Right Notice is delivered provide such written notice to the Corporation. If a Put Right Exercise Date is not specified, or is less than Company within such 30 calendar days after the delivery of the Put Right Noticeday period, the Put Right Notice shall be effective on forfeited. As promptly as practicable after the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery Holdings’ receipt of the Put Right Notice. Any redemption pursuant to a Put Right , the Board shall be determine, in cash or Common Stock at the election good faith and consistent with Avista Capital Partners’ most recent valuation of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common StockHoldings, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the fair market value of the Common Stock. The market value per share vested Units held by Executive as of Executive’s termination date, and it’s determination of the Common Stock payment (amount of Units that constitute the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average Units, in each case as of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding date of the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)Event. (b) Upon Within 90 days after receipt of the Put Notice on a date determined by the Board (the “Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising HolderDate”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver Holdings will repurchase or redeem in cash all of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) Put Units for the aggregate fair market value of the Articles prior to Put Units determined in accordance with Section 14(a) (such price, the “Put Price”); provided, that the Put Right Exercise Date may be extended if such redemption or repurchase is (i) such Non-exercising Holder provides prohibited by the Board terms of any credit facility of Holdings or its Subsidiaries as the representations and undertakings specified in Article IX(A)(7) result of the Articles prior to the Put Right Exercise Date and an event of default or (ii) not permissible under applicable law. If the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior Put Date is extended pursuant to the proviso in the preceding sentence as a result of a prohibition under the terms of any credit facility of Holdings or its Subsidiaries, then Holdings shall repurchase as many Put Right Exercise Date (which the Corporation shall Units as is permissible under such credit facility. Holdings will use its commercially reasonable efforts to obtain, at provide that any credit facility entered into following the Corporation’s expense). In date hereof by Holdings or its Subsidiaries does not contain an express prohibition on the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held transactions contemplated by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on 14. On the Put Right Exercise Date, concurrently with if the conversion Company pays the Put Price, all Put Units shall be canceled and no longer deemed to be outstanding. At the closing of the shares specified in purchase of the Put Right Conversion; providedUnits, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may Executive shall be required to enable the Corporation deliver an assignment of such Put Units to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) Holdings, as well as make customary representations and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to warranties regarding the Put RightUnits and the transactions contemplated by this Section 14. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject At any time during the Exercise Period, PLC may, at its election, sell to obtaining shareholder approval pursuant the Company all of PLC’s Common Units for a purchase price, per Common Unit, equal to Nasdaq Marketplace Rules the fair market value of such Common Units as described below, each holder of Series E Preferred Stock will have determined in accordance with Section 15.2(c) (the right (a “Common Put RightPrice”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “. The Common Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued Price shall be determined by dividing (i) based on the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market Units of the Company that would be extrapolated from the enterprise value per share of the Company as if sold in an orderly auction process intended to maximize value, multiplied by the Percentage Interest of the Common Stock payment (the “Put Right Common Stock Market Value”) shall Units to be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)sold. (b) Upon receipt of a Put Right NoticeIf PLC desires to exercise its right to sell Common Units pursuant to this Section 15.2, the Corporation PLC shall promptly notify all other holders of Series E Preferred Stock, if any provide notice (each, a “Non-exercising HolderCommon Put Notice”), ) requesting that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares Company repurchase all of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put RightUnits then held thereby. (c) At Promptly following receipt by the first annual meeting Company of shareholders following a Common Put Notice, PLC and the issuance Company shall negotiate in good faith to mutually agree on the Common Put Price. If PLC and the Company are unable to mutually agree on the Common Put Price within twenty (20) days of the Series E Preferred Stockdelivery of the Common Put Notice, then promptly thereafter, but in no event later than thirty (30) days following such delivery of the Common Put Notice, the Corporation parties shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used retain an Independent Appraiser to determine the number Common Put Price by determining the enterprise value of shares the Company and calculating the amount that would be distributed to PLC if such enterprise value was applied to the outstanding capital structure of the Company (a “Valuation”), which determination by the Independent Appraiser shall be provided to PLC and the Company within thirty (30) days of the Independent Appraiser’s engagement and shall be final and binding on the parties. The cost of the Valuation will be borne fifty percent (50%) by PLC and fifty percent (50%) by the Company. The sale of the Common Stock issued upon exercise Units contemplated hereby shall be completed on the seventh (7) Business Days after completion of the Valuation, payable in cash by wire transfer of immediately available funds. PLC shall have the right to irrevocably rescind its decision to sell its Common Units to the Company pursuant to this Section 15.2 for a Put Right. In period of five (5) Business Days following completion of the event shareholder fail to so approve Valuation. (d) Notwithstanding the Put Right Common Stock Market Valueprovisions of Section 15.2(c), the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right Company shall not be exercisableobligated to purchase any Common Units pursuant to this Section 15.2 to the extent there exists a Common Delay Condition. In such event, the Company shall notify PLC in writing as soon as practicable of such Common Delay Condition and shall permit PLC, within ten (10) days of receipt thereof, to rescind its decision to sell its Common Units to the Company pursuant to this Section 15.2. If PLC does not rescind its decision to sell its Common Units to the Company pursuant to this Section 15.2, the Company shall consummate the purchase of Common Units on the applicable date set forth in Section 15.2(c) with respect to as many Common Units as can be purchased without running afoul of the Common Delay Condition and thereafter pay the Common Put Price with respect to as many of the other Common Units to be purchased as can be purchased without running afoul of the Common Delay Condition at the earliest practicable date or dates, in which case, the Common Put Price shall accrue interest at the Common Distribution Rate. (e) At the closing of any sale and purchase pursuant to this Section 15.2, PLC shall deliver to the Company a reasonable instrument of transfer against receipt of the Common Put Price.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will First New York shall have the right (a the “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ) to require the Corporation Overstock to redeem repurchase all, but not less than all, of such holder’s then the outstanding Series E Preferred Stock Cryptodebt, at a value per share any time after Closing. The price Overstock shall be required to pay upon exercise of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a the “Put Right Exercise DateRepurchase Price”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after ) shall depend on the date on which a the Put Right Notice is delivered to the Corporationexercised. If a First New York exercises the Put Right Exercise Date at any time before November 2, 2015, the amount Overstock shall be obligated to pay to First New York in full satisfaction of all of Overstock’s obligations under the Cryptodebt shall be an amount equal to 96.0% of the principal amount of the Cryptodebt plus all accrued and unpaid interest thereon. If First New York exercises the Put Right at any time on or after November 2, 2015, the amount Overstock shall be obligated to pay to First New York in full satisfaction of all of Overstock’s obligations under the Cryptodebt shall be an amount equal to 102.5% of the principal amount of the Cryptodebt plus all accrued and unpaid interest thereon. If the Put Right is not specifiedexercised by First New York, or regardless of the date on which the Put Right is less than 30 calendar days after exercised, the delivery principal amount outstanding on the Promissory Note and all accrued and unpaid interest thereon (such amount, as of the applicable time of determination, the “Note Prepayment Amount”) shall become due and payable upon the closing of the Put Right Notice, transaction. To exercise the Put Right Notice Right, First New York shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery deliver written notice of its exercise of the Put Right to Overstock at its address set forth on the signature page to this Agreement, or by facsimile to the facsimile number for Overstock set forth on the signature page to this Agreement, such notice to be in substantially the form set forth in Exhibit B to this Agreement (the “Put Notice”). Any redemption pursuant to a The closing of the Put Right shall be in cash or Common Stock at transaction (and the election related settlement of the CorporationPromissory Note and the payment of the Note Prepayment Amount) shall occur within two (2) Business Days following the date on which Overstock received the Put Notice (the “Repurchase Date”). If in connection with Following the exercise of a the Put Right, Overstock and Medici shall take all necessary action to complete the actions contemplated by Section 4.2(f) prior to the Repurchase Date or the Redemption Date (as applicable). The failure by Overstock or Medici to complete such actions by the Repurchase Date, shall not delay the closing of the Put Right transaction. At the Corporation elects to redeem closing of the Series E Preferred Stock with Common StockPut Right (and the related settlement of the Promissory Note and the payment of the Note Prepayment Amount), then the number of shares of Common Stock issued Cryptodebt shall be determined redeemed upon the payment by dividing Overstock to First New York of the Put Repurchase Price and the Promissory Note shall be settled and cancelled upon the payment by First New York to Overstock of the Note Prepayment Amount; provided that, to the fullest extent possible, the parties shall offset (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding Note Prepayment Amount against the Put Right NoticeRepurchase Price, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received Put Repurchase Price against the opinion of counsel specified in Article IX(A)(7Note Prepayment Amount, and (i) of the Articles prior Overstock shall pay to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, First New York at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules closing of the Put Right Common Stock Market Value transaction any remaining portion of the Put Repurchase Price by wire transfer of immediately available funds, and (ii) First New York shall pay to Overstock at the closing of the Put Right transaction any remaining portion of the Note Prepayment Amount by wire transfer of immediately available funds. No interest shall be due or payable on any premium to be used to determine the number of shares of Common Stock issued upon paid in connection with any exercise of a the Put Right. In Interest on the event shareholder fail principal amount of the Cryptodebt shall accrue to so approve the Put Right Common Stock Market Value, Repurchase Date. Any amounts required to be paid by the Corporation will successively seek similar approval at parties hereunder shall be paid to the next annual meetings other party by wire transfer of shareholders until February 28, 2022. If shareholder approval is not obtained, immediately available funds to the Put Right shall not be exercisable.bank account of such party listed on Exhibit G.

Put Right. (a) Subject In the event that, with respect to obtaining shareholder approval pursuant the Non-Avondale Contributed Properties, the Non-Avondale Final Closing has not occurred on or prior to Nasdaq Marketplace Rules as described belowthe Outside Date, each holder of Series E Preferred Stock will OPTrust shall have the right and option at its sole discretion to exercise a put right (a the “Put Right”), which right may be exercised by OPTrust by delivering written notice delivered by such holder (the “Put Notice”) to the Corporation on or at any time after March 16, 2021 the Outside Date but prior to the earlier of (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% i) consummation of the Liquidation Preference plus accrued Non-Avondale Final Closing and unpaid dividends on a date specified in (ii) 90 days following the Put Right Notice (a “Put Right Exercise Outside Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery Upon an exercise of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right NoticeOPTrust, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, A) purchase from OPTrust a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a sharethe “Common Stock Put Securities”) determined in accordance with this Section 10 on equal to the Put Right Exercise Date, Ratio multiplied by 1,840,4911 and (B) concurrently with any purchase pursuant to the conversion foregoing clause (A), purchase from Elco LR OPT II REIT LP a number of OPUs (the shares specified in “OPU Put Securities” and, together with the Common Stock Put Securities, the “Put Securities”) equal to the Put Right Conversion; providedRatio multiplied by 386,5032. The aggregate consideration for the Put Securities shall be an amount equal to the number of Common Stock Put Securities to be acquired by the Corporation pursuant OPTrust’s exercise of its Put Right multiplied by $8.15 (the “Put Price”). The Put Price shall be paid at the Put Closing by wire transfer of immediately available funds to the account or accounts designated by OPTrust in writing at least two (2) Business Days prior to the Put Closing Date. (b) In the event that, howeverwith respect to the Avondale Contributed Property, that the Non-exercising Holder shallAvondale Closing has not occurred on or prior to the Avondale Outside Date, if necessary, be permitted, in connection with OPTrust shall have the right and option at its sole discretion to exercise by another Holder of its Put Right, to put such portion of its shares above as which right may be required exercised by OPTrust by delivering a Put Notice to enable the Corporation at any time after the Avondale Outside Date but prior to obtain the opinion earlier of counsel contemplated above or (i) consummation of the Avondale Closing and (ii) 90 days following the Avondale Outside Date. Upon an exercise of the Put Right by OPTrust, the Corporation shall (A) purchase from OPTrust a number of Common Stock Put Securities equal to satisfy the conditions Avondale Put Right Ratio multiplied by 1,840,491 and (B) concurrently with any purchase pursuant to the foregoing clause (A), purchase from Elco LR OPT II REIT LP a number of any existing waiver previously granted OPU Put Securities equal to it (the “Secondary Avondale Put Right”)Right Ratio multiplied by 386,503. The aggregate consideration delivered by for the Corporation in connection with the exercise of a Secondary Put Right Securities shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and Put Price. The Put Price shall be paid with at the same type and proportion Put Closing by wire transfer of consideration elected immediately available funds to the account or accounts designated by the Corporation with respect OPTrust in writing at least two (2) Business Days prior to the Put RightClosing Date. 1 $15,000,000 divided by $8.15 equals 1,840,491. 2 $3,150,000 divided by $8.15 equals 386,503. (c) At the first annual meeting of shareholders following the issuance Any closing of the Series E Preferred Stock, the Corporation shall seek (purchase and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules sale of the Put Right Common Stock Market Value Securities (the “Put Closing”) shall take place at the offices of Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other mutually agreed upon location, upon a date to be used to determine the number determined by OPTrust that is no less than five (5) days and no more than forty-five (45) days after delivery of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, Notice (the “Put Closing Date”). OPTrust shall provide the Corporation will successively seek similar approval at the next annual meetings with written notice of shareholders until February 28, 2022. If shareholder approval is not obtained, its determination of the Put Right shall not be exercisableClosing Date at least five (5) days prior to the Put Closing Date.

Put Right. (a) Subject For so long as the Pro Rata Percentage of an Investor Shareholder is equal to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right or greater than five percent (a “Put Right”5%), exercised if (i) an Adverse Recovery Event occurs, (ii) a Major Decision is approved by notice delivered the Board but at least one Investor Nominee of such Investor 17 Shareholder votes against such Major Decision, or (iii) such Investor Shareholder or any of its Affiliates exercise a put right with respect to any other equity interest in the Companies Beneficially Owned by such holder to the Corporation on Investor Shareholder or after March 16its Affiliates, 2021 (then, in each case, such Investor Shareholder shall be a “Put Right Notice”), to require Shareholder” and the Corporation to redeem all, but not less than all, occurrence of such holder’s then outstanding Series E Preferred Stock at a value per share Adverse Recovery Event, the approval of at 130% such Major Decision or the exercise of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (such put right shall constitute a “Put Right Exercise DateTriggering Event”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to Holdco Inc. that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time between forty-five (45) and sixty (60) days after delivery of a Put Right Triggering Event Notice, each Put Right Shareholder shall have the Corporation right, but not the obligation, to deliver a written notice to Holdco Inc. and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase all of the Shares then held by such Put Right Shareholder and its Affiliates (in each case, the “Put Shares”), in accordance with and subject to the conditions and limitations set forth in this Section 2.15(c) (such purchase and sale of the Put Shares, the “Put Sale”). A Put Exercise Notice shall promptly notify all other holders be effective only if the Put Triggering Event is continuing as of Series E Preferred Stockthe date of such Put Exercise Notice (the “Put Exercise Date”), if any in which case Holdco Inc. (eachor, at Holdco Inc.’s election, its Affiliate or a Third Party) will be required to purchase the Put Shares in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 2.15. (d) Subject to Section 2.15(h), a Put Exercise Notice shall obligate Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the Put Shares for a purchase price equal to the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event and assuming closing of the Put Sale seventy-five (75) days after the Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the “Non-exercising HolderPut Price”), that a is determined as between Holdco Inc., on the one hand, and, on the other hand, each Put Right Notice has been delivered Shareholder separately from and provide independent of any other Put Right Shareholder, in each Noncase in accordance with the procedures below: (i) Within twenty-exercising Holder five (25) days following the Put Exercise Date, the Company shall appoint a Valuation Arbiter, subject to Holdco Inc.’s and the Put Right Shareholder’s prior written consent (not to be unreasonably withheld), to assist in determining the Put Price, the costs and expenses of which shall be borne by the Company, except as provided in Section 2.15(g). Holdco Inc. and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date, separately submit to the Valuation Arbiter, on a confidential basis and on the basis of assumptions agreed between Holdco Inc. and the Put Right Shareholder that are consistent with a copy the provisions of this Section 2.15, the price which each of Holdco Inc. and such Put Right Notice. The Board shall deliver a waiver Shareholder believes should constitute the Put Price. (ii) If the lower of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to two prices submitted by Holdco Inc. and the Put Right Exercise Date if Shareholder to the Valuation Arbiter is no more than ten percent (i10%) such Non-exercising Holder provides lower than the Board greater price, then the representations and undertakings specified in Article IX(A)(7) Put Price shall be the average of the Articles prior to two prices. The Valuation Arbiter shall provide written notice of whether the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically Price can be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) immediately determined in accordance with this Section 10 on 2.15(d)(ii) to the Company, Holdco Inc. and the Put Right Shareholder as promptly as reasonably practicable following its receipt of Holdco Inc.’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall also set forth the price proposed by each of Holdco Inc. and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) If the lower value is more than ten percent (10%) lower than the greater value, then the Valuation Arbiter shall undertake an independent determination of the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the sale and each of whom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between Holdco Inc. and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be the price set forth by Holdco Inc. or the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Company, Holdco Inc. and the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on Holdco Inc. and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), Holdco Inc. shall, within one hundred eighty (180) days of the Put Exercise Date, concurrently give written notice to each Put Right Shareholder that Holdco Inc. has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which such Third Party shall acquire the conversion Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and Holdco Inc. and, if applicable, such Third Party Buyer, shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, Holdco Inc. and the applicable Investor Shareholder shall take all other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the shares specified in nature of the Put Right ConversionSale; providedprovided that such Investor Shareholder shall not be required to provide any representations, howeverwarranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the Non-exercising Holder shallapplicable Investor Shareholder shall designate to Holdco Inc. prior to such closing. (f) The existence of a Put Triggering Event, if necessarya Put Triggering Event Notice, be permitteda Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the exercise Put Shares, Holdco Inc. shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by another Holder the number of days between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to Holdco Inc. and the Company that it is irrevocably withdrawing its Put RightExercise Notice, to put and, if such portion of its shares above as may notice is so delivered, such Investor Shareholder shall no longer be required to enable sell, and Holdco Inc. shall no longer be obligated to purchase, or arrange for the Corporation purchase of, the Put Shares or pay any Daily Ticking Fee to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation such Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be responsible for the exercise payment of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance one-half of the Series E Preferred Stock, costs and expenses of the Corporation shall seek (and use best efforts Valuation Arbiter related to obtain) shareholder approval any Put Exercise Notice that is withdrawn by such Investor Shareholder pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablethis Section 2.15(h).

Put Right. (a) Subject Prior to obtaining shareholder approval the settlement by A&P of any Roll-over Warrant upon exercise by Yucaipa, and subject to Tengelmann’s right to approve any issuance of A&P Common Stock in connection therewith pursuant to Nasdaq Marketplace Rules as described belowSection 2.04(a)(ix), each holder of Series E Preferred Stock A&P will have give Tengelmann the right (a “Put Right”) to (i) cause A&P to settle such Roll-over Warrant by issuing and delivering A&P Common Stock to Yucaipa (in which case, such issuance shall be deemed to be approved by Tengelmann pursuant to Section 2.04(b)(ix)) and (ii) sell to A&P some or all of the shares of A&P Common Stock to be so issued and delivered to Yucaipa in the following manner, exercised by notice delivered by such holder provided that A&P shall not be required to purchase A&P Common Stock pursuant to this clause (ii) to the Corporation on extent necessary to avoid a Liquidity Impairment: (b) A&P will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of each exercise by Yucaipa of one or after March 16more Roll-over Warrants, 2021 specifying the number of shares (the “Share Number”) of A&P Common Stock subject to such Roll-over Warrants and what portion, if any, A&P proposes to settle by the issuance and delivery to Yucaipa of A&P Common Stock (the “Proposed Stock Settlement Amount”) and what portion, if any, A&P proposes to settle in cash. (c) If Tengelmann determines to exercise its Put Right, Tengelmann will deliver a notice (a “Put Right Notice”), ) to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar A&P within ten business days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise receipt of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common StockWarrant Exercise Notice indicating, then (i) the number of shares of A&P Common Stock issued which A&P shall be determined by dividing purchase from Tengelmann pursuant to Tengelmann’s Put Right (iwhich number shall not exceed the Share Number) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) if the market value Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), the portion of such excess to be settled by the issuance and delivery of A&P Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ix) (to the extent such approval is required thereby). The purchase price per share for such A&P Common Stock will be equal to the Market Price of the Common Stock. The market value per share of the A&P Common Stock payment on the business day immediately preceding the date of exercise by Yucaipa of such Roll-over Warrants (the “Put Right Common Stock Market ValuePrice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (bd) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of If Tengelmann exercises its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred StockA&P will purchase from Tengelmann, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of A&P Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve set forth in the Put Right Notice at the Put Price. (e) Such purchase and sale shall occur on the date A&P issues and delivers A&P Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings to Yucaipa in settlement of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablesuch Roll-over Warrants.

Put Right. (a) Subject Beginning on the 18-month anniversary of the Closing and ending at 5:00 p.m., San Francisco, California time on the fifth Business Day thereafter, any Holder may notify OpenTV in writing that it desires that OpenTV purchase from it and/or the Escrow Agent all or any of the Consideration Shares, including any Escrowed Shares remaining subject to obtaining shareholder approval pursuant the Escrow Agreement, that have not been sold prior to Nasdaq Marketplace Rules as described below, each holder the time of Series E Preferred Stock will have such notice at a per share price equal to the right Guaranteed Amount for such Consideration Shares (a “"Put Right”Notice"), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon valid receipt of a Put Right Notice, OpenTV shall purchase, and the Corporation Holder and/or the Escrow Agent shall promptly notify all other holders sell, the Consideration Shares specified in such notice (the "Put Shares") at a closing to be held at 10:00 a.m., New York City time, at the offices of Series E Preferred Stock▇▇▇▇▇ ▇▇▇▇▇ L.L.P., if any (each▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a “Non-exercising Holder”)▇▇▇ ▇▇▇▇, that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the third Business Day after the date of receipt of such Put Right Notice. The Board OpenTV and the Holder shall deliver execute a waiver customary agreement for the purchase and sale of the Ownership Limit Put Shares being sold by such Holder, which agreement shall contain representations and warranties on the part of the Holder that such Put Shares are, and will be at the closing of the sale of such Put Shares to OpenTV, owned by such Holder, beneficially and of record, and are, and at the time of such closing will be, free and clear of any liens or restrictions whatsoever. At the closing, against receipt of the Put Shares, OpenTV shall pay, or cause to be paid, such Holder, and/or deliver or cause to be delivered to the Escrow Agent, the aggregate Guaranteed Amount for such Put Shares. Any amounts to be paid pursuant to this Section 2.05 by OpenTV to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with out of the same type and proportion Liquidity Escrow Fund as specified in Section 2.06 to the extent there are funds available therefor in the Liquidity Escrow Fund. The parties will execute such instructions as are necessary in order to effect any sale of consideration elected Put Shares by the Corporation with respect Escrow Agent to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval OpenTV pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablethis Section 2.05.

Put Right. Following the Put Date (aas defined below) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will the Optionee shall have the right (a “the "Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ") to require the Corporation Company to redeem all, but purchase from the Optionee or any Permitted Transferee (as defined pursuant to the Stockholders' Agreement) of any Option Stock (i) all Options (whether or not less than all, vested) held by such Optionee and any Option Stock held by such Optionee or Permitted Transferee at an aggregate purchase price equal to the Option Call Price and (ii) all Option Stock then held by such Optionee or his or her Permitted Transferees at an aggregate purchase price equal to the Fair Market Value of such holder’s then outstanding Series E shares of Option Stock on the date the right to put hereunder is exercised. For the purposes hereof the "Put Date" shall mean the first to occur of (i) the one year anniversary of the last day pursuant to Section 6(c) that Redemption Securities can be redeemed and (ii) the date upon which both (A) no shares of Convertible Participating Preferred Stock at a value per share of at 130% remain outstanding and Vestar ceases to own any Redemption Securities (as defined in the Stockholders' Agreement) of the Liquidation Preference plus accrued Company and unpaid dividends on (B) either (I) the Optionee's employment is terminated (other than by the Company for Cause) or (II) the sixtieth day prior to the Expiration Date. The Optionee shall have a date specified in period from the Put Right Notice Date until the first to occur of (a “i) the Expiration Date and (ii) the date upon which such options cease to be exercisable in accordance with Section 3D hereof in which to give notice in writing to the Company of his or her election to exercise the rights pursuant to this Section 3C (the "Put Right Exercise Date”Notice"); provided, however, that a in no event shall the Optionee be permitted to exercise the put right granted hereby at any time during the period beginning on or after the 6th anniversary of the Original Issuance Date and ending on the 90th day following the 7th anniversary of the Original Issuance Date. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company within the later of (A) the tenth business day after the giving of the Put Right Exercise Date may not be less than 30 calendar Notice or (B) ten (10) business days after the date on which a Put Right Notice is delivered receipt of all necessary regulatory approvals (including but not limited to the Corporationexpiration or termination of the waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable). If a Put Right Exercise Date is not specified, The price payable as described herein shall be paid by delivery to the Optionee or is less than 30 calendar days after the his or her Permitted Transferees against delivery of certificates or other instruments representing this Option or the Put Right NoticeOption Stock so purchased, appropriately endorsed or executed by the Put Right Notice Optionee or the applicable Permitted Transferee. The Company may choose to have a designee purchase any securities elected to be sold to it hereunder so long as the Company shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery bear any reasonable costs and expenses of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash Optionee and his or Common Stock at the election of the Corporation. If her Permitted Transferees in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect sale to such shares of Series E Preferred Stock through the redemption designee that would not have otherwise been incurred by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (him or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, her in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect sale to the Put RightCompany. All references to the Company in this Section 3C shall refer to such designee as the context requires. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowDuring the Put Period, each holder of Series E Preferred Stock will the CO Member Representative shall have the right right, on behalf of each CO Member (a the “Put Right”), exercised by notice delivered to sell and Transfer to Parent such CO Member’s Allocable Share of the Second Call/Put Units at a price per Unit equal to the applicable Second Determination Date Per Unit Put Price of such Units to be sold and Transferred by such holder CO Member. In order to exercise the Corporation on or after March 16Put Right, 2021 the CO Member Representative shall deliver a notice in writing (a the “Put Right Notice”) to Parent of such election, specifying the intended date on which the closing of the purchase and sale of the Second Call/Put Units (the “Put Closing”) shall occur (the “Put Closing Date”), which shall be no earlier than the sixtieth (60th) day after such Put Notice is delivered to require Parent, and no later than the Corporation seventy-fifth (75th) day after such Put Notice is delivered to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”)Parent; provided, however, that Parent may elect, by delivering written notice to the CO Member Representative, to delay the Put Closing Date to the extent Parent deems it reasonably necessary pursuant to advice of counsel to comply with any applicable law (including Rule 14e-1 under the Exchange Act or any antitrust or competition laws) and in such case the Put Closing Date shall be a Put Right Exercise Date may not be less date that is no later than 30 calendar days five (5) Business Days after the such date on which a all applicable legal or regulatory approvals have been obtained or waiting periods have elapsed. Within thirty (30) days following the receipt of such Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, Parent shall provide the Put Right Notice shall be effective on the 30th calendar day (or if such day is not CO Member Representative with a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then schedule reflecting the number of shares each class or series of Common Stock issued Units to be purchased from each CO Member, and applicable aggregate Second Determination Date Per Unit Put Price payable to each CO Member in respect of the Second Call/Put Units to be sold by such CO Member at the Put Closing. The CO Member Representative may not revoke the Put Notice without the prior written consent of Parent. At the Put Closing, Parent shall be determined by dividing required to purchase (i) the sum of (a) 130% and shall be deemed to have purchased automatically and without any further action of the aggregate Liquidation Preference parties) from each CO Member, and each CO Member shall be required to sell (and shall be deemed to have sold automatically and without any further action of the shares of Series E Preferred Stock parties) to be redeemed and (b) any accrued and unpaid dividends with respect to Parent, such shares of Series E Preferred Stock through the redemption by (ii) the market value CO Member’s Allocable Share of the Common Stock. The market value Second Call/Put Units free and clear of all Liens (other than restrictions on Transfer set forth in the Agreement) at a price per share Unit equal to the applicable Second Determination Date Per Unit Put Price of such Units sold and Transferred by such CO Member at the Put Closing, and the Company shall promptly thereafter update the Schedule of Members to reflect such purchase and sale of the Common Stock payment (the “Second Call/Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have Units at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)Closing. (b) Upon receipt Parent may elect, in its sole discretion, to pay the Put Consideration in cash, in shares of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if Parent Common Stock or in any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver combination of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversionforegoing; provided, however, that each CO Member (or CO Indirect Holder) shall be entitled to receive the Non-exercising Holder shallsame ratio of cash and Parent Common Stock and, if necessaryany CO Member (or CO Indirect Holder) is given an option as to the form of consideration to be received, each other CO Member (or CO Indirect Holder) will be permittedgiven the same option; provided, further, that, notwithstanding the foregoing, if payment to any CO Member (or CO Indirect Holder) in shares of Parent Common Stock would require under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities; or (y) the provision to any holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, Parent may in its sole discretion elect to pay the portion of the Put Consideration payable to such CO Member (or CO Indirect Holder) in cash, notwithstanding that the other CO Members (and CO Indirect Holders) will be paid in shares of Parent Common Stock in whole or in part. To the extent Parent elects to pay all or a portion of the Put Consideration in shares of Parent Common Stock, the number of shares to be issued to the CO Members will be determined by dividing the amount of the Put Consideration Parent elects to pay in Parent Common Stock by the Applicable Reference Price. No fractional shares of Parent Common Stock will be issued in connection with the exercise by another Holder payment of its the Put Right, Consideration. Any CO Member (or CO Indirect Holder) who would otherwise be entitled to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise receive a fraction of a Secondary Put Right shall share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such CO Member (or CO Indirect Holder)) will, in lieu of such fraction of a share, instead be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion entitled to receive an amount of consideration elected by the Corporation with respect cash equal to the Put Rightproduct obtained by multiplying (i) such fraction by (ii) the Applicable Reference Price, rounded to the nearest whole cent. (c) At With respect to the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules portion of the Put Right Common Stock Market Value Consideration that is payable in cash, Parent shall pay or caused to be used paid such amounts by wire transfer of immediately available funds to determine the applicable account of the Paying Agent (for further distribution to the CO Members and, with respect to TopCo and MidCo, the CO Indirect Holders) specified in writing by the CO Member Representative no later than five (5) Business Days following the Put Closing Date. With respect to the portion of the Put Consideration that is payable in Parent Common Stock, promptly following the Put Closing Date, Parent shall deliver to its exchange agent the applicable number of shares of Parent Common Stock issued upon exercise for the accounts of a Put Right. In the event shareholder fail CO Members and, with respect to so approve TopCo and MidCo, then for the Put Right Common Stock Market Valueaccounts of the CO Indirect Holders, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablein each case entitled to receive such shares.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowFrom and after the Closing, each holder of Series E Preferred Stock will Xmark shall have the transferable right (a the “Put Right”)) at its option, exercised by notice delivered by such holder exercisable as specified herein, to require Photogen to repurchase any or all of the Corporation Standstill Shares, the Accrued Interest Shares, the Default Shares, the Interest Shares, any Late Payment Shares (as defined below) and any Late Registration Shares (as defined below) (collectively, the “Redeemable Shares”) at a repurchase price of $1.00 per share (subject to adjustment in the event of any stock split, stock dividend, reverse stock split, recapitalization or reclassification of the Photogen Common Stock occurring on or after March 16, 2021 (a “the date hereof). The Put Right Noticeshall expire on 5:00 p.m., New York time, on the second anniversary of the Closing Date (the “Expiration Date”). (b) Prior to the Expiration Date, to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice shall be fully exercisable at any time from and after the earlier to occur of (a i) the 13 month anniversary of the Closing Date and (ii) the completion by Photogen after the date hereof of one or more institutional financings resulting in aggregate gross proceeds to Photogen of at least $20 million (the earlier of such dates, the “Full Exercise Date”). (c) If the Closing occurs, prior to the Full Exercise Date, the Put Right will be exercisable in four (4) equal quarterly installments commencing on the 90th day after the Closing Date (the “Initial Exercise Date”); provided, however, that a Put Right Exercise Date may Photogen shall not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing obligated (i) the sum to repurchase more than an aggregate of (a) 130% one-quarter of the aggregate Liquidation Preference of the shares of Series E Preferred Stock Redeemable Shares in any consecutive 90-day period, subject to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment adjustment as provided below (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising HolderQuarterly Amount”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) have the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior right not to the comply with any Put Right Exercise Date (which and accordingly not to repurchase the Corporation Shares covered by such Put Right) by notifying Xmark in writing (the “Shortfall Notice”) that Photogen, by action of its Board of Directors, has determined in good faith that the Financing Condition (as defined below) is not satisfied. Photogen shall use its commercially reasonable efforts to obtaincause the Financing Condition to be met as soon as practicable after the date hereof. As used herein, at the Corporation’s expense). In the event a Non-exercising Holder fails term “Financing Condition” means that Photogen has sufficient cash, based on its current Board approved operating plan, to satisfy its operating and working capital requirements for the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Nonimmediately succeeding 18-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightmonth period. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (ai) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will Each Stockholder shall have the right right, subject to the following provisions of this Section 3(c), to put to iDNA, and require iDNA to purchase from it or him, any or all of its or his Issued Shares (exclusive of any Sold Shares, Precluded Shares or Declined Shares) at a price per Issued Share equal to the Set Price (such right, the “Put Right”), exercised by notice delivered by such holder . (ii) If any Stockholder desires to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in exercise the Put Right Notice (a “Put Right Exercise Date”); providedRight, howeverit or he shall do so by giving iDNA written notice to such effect during the period October 31, that a Put Right Exercise Date may not be less than 30 calendar days after the date on 2013 through November 15, 2013, which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then specify the number of shares Issued Shares (exclusive of Common Stock issued shall be determined any Sold Shares, Precluded Shares or Declined Shares) that are owned of record by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed such Stockholder and (b) any accrued and unpaid dividends with respect to which such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) Stockholder is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (ciii) At the first annual meeting If any Stockholder gives notice of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules its or his exercise of the Put Right Common Stock Market Value as provided above, then (subject to clause (iv) below) within fifteen (15) days following such exercise, iDNA shall make payment (against receipt of stock certificates surrendered to iDNA at its principal executive offices for the Issued Shares being repurchased) to such Stockholder for the Issued Shares such Stockholder has elected to have repurchased by iDNA, with such payment to be used made by certified check, by wire transfer or otherwise in immediately available funds. (iv) Notwithstanding anything contained herein to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtainedcontrary, the Put Right shall not be exercisableexercisable if one or more of the Stockholders shall have received [(or be deemed to have received)] aggregate consideration of at least five million dollars ($5,000,000) on account of or with respect to the sale, transfer, redemption or other disposition of some or all of the Issued Shares. (v) In the event that the Put Right is exercised, iDNA shall have up to one hundred and eighty (180) days to consummate a sale or other disposition of the Campus Corporations (or all or substantially all of the business and assets thereof) and use the net proceeds from such sale or other disposition to repurchase or be applied to repurchase the Issued Shares. In the event the aggregate amount required to be paid under this Section 3(c) for the repurchase of any Issued Shares exceeds the amount of the net proceeds derived from such sale or other disposition, such excess shall be payable to the Stockholders in twenty-four (24) equal monthly installment to repurchase those Issued Shares that cannot be repurchased with such net proceeds.

Put Right. (a) Subject Notwithstanding anything to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe contrary in this Warrant, each holder of Series E Preferred Stock will Holder shall have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation Company to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If repurchase this Warrant in connection with a Liquidity Event at a repurchase price equal to $1,170,833.34. Holder may exercise this “put right” at any time commencing on the exercise earlier of (i) ten (10) days prior to the occurrence of a Put Right Liquidity Event, (ii) the Corporation elects time Holder receives notice that a Liquidity Event has occurred, and (iii) the time Holder otherwise obtains knowledge that a Liquidity Event has occurred, by giving notice to redeem the Series E Preferred Stock Company of Holder’s election pursuant to this Section 1.7; provided that (A), in case of the early expiration or termination of this Warrant due to an Acquisition in accordance with Common StockSections 1.6.2(A)(b) or 1.6.2(B)(b), then Holder must exercise such “put right,” if at all, no later than upon such early expiration or termination, (B) in case of any Acquisition other than one where the number sole consideration is cash, Holder must exercise such “put right,” if at all, no later than (x) the consummation of shares such Acquisition, if Holder has been provided fifteen (15) days prior notice of Common Stock issued shall be determined such Acquisition specifically referencing this “put right” or (y) if such notice is note provided by dividing that time, the fifteenth (15th) day following the notice to Holder of such Acquisition specifically referencing this “put right” and (C), in case of any registered public offering of the Company’s common stock, Holder must exercise such “put right,” if at all, not later than the thirtieth (30th) day following the later of (i) the sum of (a) 130% expiration of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stocklock-up period, if any (eachany, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received 210th day following such public offering. For purposes of this Warrant, a “Liquidity Event” is the opinion of counsel specified in Article IX(A)(7) first of the Articles prior following events to occur after the Put Right Exercise Date (which Issue Date: any adoption of resolutions by the Corporation shall use commercially reasonable efforts Board of Directors of the Company to obtaindissolve or liquidate the Company, at any expiration or termination of this Warrant, any registered public offering of the CorporationCompany’s expense)common stock, and any Acquisition. In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do soevent, the minimum number rights of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with under this Section 10 on 1.7 terminate upon the Put Right Exercise Date, concurrently with the conversion expiration or termination of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightthis Warrant. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. Landlord shall have the option to sell the Property to Tenant or an affiliate on July 15, 2029 (a“Put Closing Date”) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right terms set forth in this Section 14.2 (a the “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “. Landlord may exercise its Put Right Notice”)by providing written notice to Tenant no later than January 17, 2029. Failure to require the Corporation to redeem all, but not less than all, of timely exercise such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver deemed a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve Landlord exercises the Put Right Common Stock Market ValueRight, Tenant shall close on the Corporation will successively seek similar approval acquisition of the Property no later than the Put Closing Date and shall pay to Landlord (i) a purchase price equal to $14,672,132.20 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the transaction, including without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and T▇▇▇▇▇’s payment of the Closing Costs, Landlord shall deliver to Tenant (i) a special warranty deed conveying all of Landlord’s right, title and interest in the Property, (ii) a quitclaim bill of sale conveying any of Landlord’s right, title and interest in the personal property located on the Property, including but not limited to, Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) a release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be conveyed by Landlord “as is, where is” without any representation or warranty. Failure of Tenant to comply with the terms of this Section 14.2 shall be a Default under the Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the next annual meetings Default Rate and Landlord shall have all rights and remedies available under Article 11 of shareholders until February 28, 2022this Lease. If shareholder approval is not obtained, This Lease shall be contingent upon the Put Right shall not be exercisableexecution of a Guaranty of Tenant’s put obligation by the principal owners of the Tenant.

Put Right. (a) Subject to obtaining shareholder approval At any time after February 28, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to Nasdaq Marketplace Rules as described belowa sales agreement to a third party, each holder of Series E Preferred Stock will and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Put RightForced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, exercised by notice delivered by such holder BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Corporation on or after March 16, 2021 Forced Sale Purchase Price no later than ninety (90) days from the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Put Right Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice”. (b) Transfer of Stonehenge's Co-Tenancy Interest shall be by limited warranty deed and ▇▇▇▇ of sale and assignment, free and clear of all liens or encumbrances (other than matters of record identified on Stonehenge's Owner's title insurance policy and such other encumbrances consented to by the Co-Tenants), with warranties that Stonehenge holds title to require and is conveying Stonehenge's Co-Tenancy Interest free and clear of any encumbrances, other than the Corporation Loan. All deeds, bills of sale, assignments and other conveyancing documents and instruments of transfer shall be in form and substance reasonably satisfactory to redeem allthe purchasing party as may be necessary or reasonably required to effectuate the sale and transfer to the purchasing party in accordance with the terms hereof. Other than each Co-Tenant's own legal expenses, but not less than allwhich shall be borne solely by such Co-Tenant, closing costs in connection with the sale of Stonehenge's Co- Tenancy Interest, including, without limitation, recording costs, and recording taxes, shall be paid by the party that would customarily bear such cost in the jurisdiction where the Property is located. BEMT shall bear the costs of title insurance fees and transfer taxes, along with any fees associated with a lender's approval of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of transaction including any assumption or review fees. BEMT shall cause the Liquidation Preference plus accrued Guarantor affiliated with Stonehenge to be released from liability under the Guaranty arising from and unpaid dividends after such sale, and for the LOC to be released in full. (c) To the extent Stonehenge has elected to exercise the right set forth in this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ shall have the right to exercise the buy/sell provisions set forth on a date specified in the Put Right Notice (a Exhibit “Put Right Exercise Date”)C” hereto; provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered if any such buy/sell rights have been exercised prior to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery BEMT's receipt of the Put Right Forced Sale Notice, then Stonehenge will not have the Put Right Notice right to exercise its rights under this Section 12 to interrupt or avoid the implementation of the buy/sell provisions set forth on Exhibit “C” hereto. (d) Should BEMT fail to perform pursuant to this Section 13, then Stonehenge shall be effective on the 30th calendar day (entitled to avail itself of any and all remedies available at law or if such day is not a Business Dayin equity, the next Business Day) including, without limitation, an action for specific performance against BEMT; provided, that, if, following the delivery exercise of commercially reasonable efforts following receipt of the Put Right Notice. Any redemption pursuant Forced Sale Notice (which commercially reasonable efforts shall include, without limitation, offering BR Residential Holdings, LP, as a replacement guarantor to a Put Right shall be in cash or Common Stock at the election of the Corporation. If Secured Lender in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder transaction described in this Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”13), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation BEMT is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts cause any Secured Lender to do so, consent to the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion release of the shares specified in Guaranty and the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance release of the Series E Preferred Stock, the Corporation shall seek LOC (and use best efforts BEMT's subsequent failure to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of refinance the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market ValueLoan), the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right then Stonehenge shall not be exercisableentitled to avail itself of any of the foregoing remedies and the Co-Tenants shall proceed to market and sell the Property on commercially reasonable terms.

Put Right. Beginning on the date that is 18 months after the Closing Date and ending on the date that is 19 months after the Closing Date (a) Subject the “Put Exercise Period”), Purchaser shall have a one-time right, but not an obligation, to obtaining shareholder approval pursuant elect to Nasdaq Marketplace Rules as described belowsell to the Company on any Trading Day during the Put Exercise Period (the “Put Exercise Date”), each holder of Series E Preferred Stock will and if such right is exercised, the Company shall have the right obligation to purchase from Purchaser, up to 4,788,125 Shares (the “Maximum Put Shares”) at a price per share equal to the Original Issuance Price (the “Put Right”) (for an aggregate put purchase price of up to US$99,999,990.63 (the “Aggregate Put Price”), exercised by notice delivered by such holder ) pursuant to the Corporation on or after March 16terms and conditions set forth in this Section 1.4. On the Put Exercise Date, 2021 Purchaser must provide written notice to the Company (a the “Put Right Notice”), ) of its election to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in exercise the Put Right Notice and the number of Shares (a up to the Maximum Put Shares) that Purchaser is electing to be subject to the Put Right (the “Put Right Exercise DateShares”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery Upon receipt of the Put Right Notice, the Company shall have up to 30 days from the receipt of the Put Right Notice shall be effective on the 30th calendar day (or if such 30th day is not a Business Trading Day, the next Business DayTrading Day thereafter) following (the delivery “Put Closing Date”) to purchase and pay for the Put Shares (the “Put Closing”). The Company may, at its sole discretion, by providing at least three Trading Days prior written notice to Purchaser, elect that the Put Closing Date will be earlier than such 30th day after receipt of the Put Right Notice. Any redemption pursuant to a On the Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common StockClosing Date, then the number of shares of Common Stock issued shall be determined by dividing (i) Purchaser shall sell to the sum Company the Put Shares, free and clear of (a) 130% of any liens and encumbrances, shall provide such documentation as is reasonably required by the aggregate Liquidation Preference of Company, including, without limitation, the shares of Series E Preferred representations and warranties set forth on Schedule 1.4 hereto, and deliver to the Company the Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through Certificate representing the redemption by Put Shares, (ii) the market value Company shall pay the Aggregate Put Price to Purchaser by wire transfer of immediately available funds denominated in U.S. dollars to the Common Stock. The market value per share account of Purchaser previously designated in writing to the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right NoticeCompany, and (biii) if applicable, the shareholder described in Section 10(b) is obtainedCompany shall deliver to the Company’s transfer agent any required documentation and instructions to issue a Stock Certificate representing the balance of the Shares owned by Purchaser after giving effect to the purchase of the Put Shares, $0.75 (appropriately adjusted in which Stock Certificate shall include, to the same manner as extent applicable, the Conversion Price legends required pursuant to Section 9)2.10 hereof. (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe covenants contained in the indentures entered into in connection with the Senior Discount Notes and 2009 Senior Notes if no Liquidity Event shall have occurred by the later of October 22, 2003 or 90 days following the final maturity date of debt securities issued in the HYDO II, then each holder of Series E Preferred Stock will Nassau and its Affiliates, AT&T, GECC and CoreStates shall have the right right, at any time thereafter, by giving written notice to the Company (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”"PUT NOTICE"), to require the Corporation Company to redeem all, but not less than all, repurchase (a "PUT") all or any portion of such holder’s then outstanding Series E the shares of Convertible Preferred Stock at a or Common Stock held by such Stockholder for an amount (the "PUT AMOUNT") equal to (A) the fair market value per share of at 130% of the Liquidation Preference shares subject to such Put as determined within 30 days of each Put Notice by an investment bank of national reputation which is mutually acceptable to the Company and holders of a majority of the voting power of Common Stock and Common Stock Equivalents held by all parties exercising Puts hereunder or (B) in the case of any shares of Convertible Preferred Stock, at the liquidation preference thereof plus all accrued and unpaid dividends on a date specified in dividends, at the Put Right Notice (a “Put Right Exercise Date”)option of holders thereof; providedprovided that AT&T, however, that GECC and CoreStates shall not have the right to exercise a Put Right Exercise Date hereunder unless Nassau or its Affiliates have exercised a Put; and provided further that the Company may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery repurchase any shares of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash Convertible Preferred Stock or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem hereunder so long as the Series E Preferred Stock with Common Stock, then or the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E F Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through remain outstanding unless the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred StockStock and the holders of the Series F Preferred Stock have waived in writing their right to have the Company repurchase their Series E Preferred Stock and Series F Preferred Stock prior to the repurchase by the Company of any shares of Convertible Preferred Stock or Common Stock hereunder. The Company shall give AT&T, GECC and CoreStates prompt notice of Nassau's intent to exercise a Put. The Company shall give notice to Nassau and the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules other Stockholders of any exercise of the Put Right Common Stock Market Value right under Section 14 of either of the Subsidiary Warrants or hereunder. The Company shall pay to be used to determine the number party exercising a Put the Put Amount within 60 days of shares the date of Common Stock issued upon exercise such determination of fair market value. Any unpaid balance of a Put Right. In Amount thereafter shall bear interest, which interest shall be paid together with any payment of such Put Amount, at a rate of 18.0% per annum (the event shareholder fail "DEFAULT RATE"); provided that accrual of interest at the Default Rate shall not constitute a waiver of any party exercising a Put hereunder to so approve receive immediate payment of the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableAmount.

Put Right. (ai) Subject At any time and from time to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowtime on or after the seventh anniversary of the date of the Prior Agreement, but not after the consummation of a Qualified Public Offering or a Sale of the Company, each holder of Series E Preferred Stock will Purchaser Securities and Class B Senior Units shall have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation Company to redeem repurchase all, but not less than all, of the outstanding Purchaser Securities and Class B Senior Units held by such holder at the Repurchase Price (as defined below) by giving written notice to the Company of such holder’s then outstanding Series E Preferred Stock at a value per share 's exercise of at 130% this right (the "Exercise Notice"). --------------- (ii) Within 10 days after receipt of an Exercise Notice, the Company shall give written notice (the "Repurchase Notice") to each other holder of ----------------- Purchaser Securities and Class B Senior Units, setting forth the identity of the Liquidation Preference plus accrued holder tendering such Exercise Notice, the number of Purchaser Securities and unpaid dividends on Class B Senior Units to be repurchased from such holder, and a date specified reasonable approximation of the fair market value of the Company's assets (net of any liabilities) and of each Purchaser Security and Class B Senior Unit at the time of such Repurchase Notice. Each other holder of Purchaser Securities or Class B Senior Units shall be entitled to join in such repurchase and require the Put Right Notice (a “Put Right Exercise Date”); providedCompany to purchase all, however, that a Put Right Exercise Date may but not be less than 30 calendar all, of the Purchaser Securities and Class B Senior Units held by such holder at the same closing, at the same price, and on the same terms as the holder tendering the Exercise Notice by giving Exercise Notice within 20 days after the date on which a Put Right Notice is delivered to of the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar Repurchase Notice. (iii) Promptly (but in any event within five days after the delivery end of this 20-day period), the Company shall send each holder of Purchaser Securities and Class B Senior Units written notice updating the information contained in the Repurchase Notice (the "Revised Repurchase Notice"). ------------------------- (iv) Within 10 days after the Repurchase Price (as defined below) for the Purchaser Securities and Class B Senior Units to be repurchased at any repurchase hereunder has been determined as set forth below, the Company shall send a notice to each holder of Purchaser Securities and Class B Senior Units setting forth the consideration to be paid for the Purchaser Securities and Class B Senior Units to be repurchased, as well as a time and place, mutually agreeable to the Company and the holders of a majority of the Put Right Noticetotal number of Purchaser Securities and Class B Senior Units to be repurchased (treating the Purchaser Securities and the Class B Senior Units as a single class for purposes of such consent), for the closing of the repurchase transaction. At the closing of the repurchase transaction, the Put Right Notice electing holders shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior sell to the Put Right Exercise Date if (i) Company and the Company shall purchase from such Non-exercising Holder provides holders the Board the representations Purchaser Securities and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares Class B Senior Units specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval Revised Repurchase Notice at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableRepurchase Price (as defined below).

Put Right. (ai) Subject In the event that Ground Lessee has not timely delivered a Purchase Notice or completed the purchase of the Mixed-Use Development Parcels prior to obtaining shareholder approval pursuant the Expiration Date, or upon the occurrence of an Event of Default, or upon notice from the City delivered at any time on or after the last day of the calendar month in which the fifth (5th) anniversary of this Lease occurs, the City may, in its sole discretion, require Ground Lessee to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have purchase the right Mixed-Use Development Parcels (“Put Right”) by delivering written notice to Ground Lessee (a “Put RightNotice”)) stating that the City intends to cause Ground Lessee to purchase the Mixed-Use Development Parcels. The City must issue a Put Notice, exercised by notice delivered by such holder no later than ninety (90) days prior to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require Expiration Date. In the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of event the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that City timely issues a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specifiedGround Lessee, or is less than 30 calendar days after the delivery of the Put Right Noticethen, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater earlier of (a) the weighted market sale price average of the Common Stock for the 30 trading days (Expiration Date or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) the date that is thirty (30) days following the date of the Put Notice (as applicable, the “Put Closing Date”), Ground Lessee shall purchase the Mixed-Use Development Parcels from the City in their AS-IS, WHERE-IS condition and with ALL FAULTS for an amount equal to the Purchase Price. The term of this Lease shall automatically be extended through the Put Closing Date, if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)applicable. (bii) Upon receipt of a Put Right NoticeAt the closing, Ground Lessee or its designee shall pay the Corporation shall promptly notify all other holders of Series E Preferred StockPurchase Price for the Mixed-Use Development Parcels, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board the City shall deliver a waiver of to Ground Lessee its quit-claim deed and any other instruments reasonably required by necessary to effectively convey to Ground Lessee the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior title to the Put Right Exercise Date if (i) such NonMixed-exercising Holder provides Use Development Parcels and any reversionary right in the Board the representations Improvements, free and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions clear of any existing waiver previously granted to itCity Encumbrances, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, provided that the Non-exercising Holder shallCity shall not take on material, if necessaryadditional liability thereby, be permitted, nor have any obligation whatsoever to indemnify any party in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Righttherewith. (ciii) At If Ground Lessee defaults in its obligation to purchase the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval Mixed-Use Development Parcels pursuant to applicable Nasdaq Marketplace Rules the terms of this Section 3(D), it shall be an immediate Event of Default entitling the Put Right Common Stock Market Value City to pursue any and all remedies hereunder, and the City shall, in addition to all other rights at law or in equity, be used entitled to determine compel performance pursuant to an action for specific performance hereunder. The City may, at its discretion, record the number quit-claim deed and transfer title, free and clear of shares any City Encumbrances, Ground Lessee hereby expressly accepting delivery of Common Stock issued upon exercise of such deed, and in such event the City shall retain a Put Right. In claim against Ground Lessee for any amounts still owing to the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableCity.

Put Right. Seller has decided not to exercise the Put Right in the First Put Window and, subject to its receipt of the Purchase Price hereunder, hereby waives its right to do so (it being understood that such waiver is limited to the First Put Window and shall not in any way limit or modify Seller’s right to exercise the Put Right in the Second Put Window with respect to the collective Interests held by the NSM Members at such time). The parties hereby agree that: (a) Subject upon the transfer of the Transferred Interest to obtaining shareholder approval Buyer, for purposes of calculating the Put Price in accordance with Section 8.1(b) of the LLC Agreement, the sum of all cash contributions made by Seller with respect to Seller’s Remaining Interest through the date hereof is equal to [***]; (b) through the date hereof, the amount accrued pursuant to Nasdaq Marketplace Rules as described belowSection 8.1(b)(ii) of the LLC Agreement on the contributions set forth in clause (a) above is [***]; (c) through the date hereof, each holder of Series E Preferred Stock will no distributions have the right (a “Put Right”), exercised by notice delivered by such holder been made or deemed made to the Corporation NSM Members by the Company; (d) therefore, the NSM Return on or after March 16, 2021 Seller’s Remaining Interest would be [***] if the Put Price in respect of Seller’s Remaining Interest was paid to Seller on the date hereof; and (a “Put Right Notice”), e) such amount shall continue to require the Corporation accrue with respect to redeem all, but not less than all, of such holderSeller’s then outstanding Series E Preferred Stock at a value per share of at 130% Remaining Interest as set forth in Section 8.1(b) of the Liquidation Preference plus accrued and unpaid dividends on a date specified in LLC Agreement until the Put Price is actually paid (if the Put Right Notice (a “is exercised in the Second Put Window in accordance with Section 8.1(a) of the LLC Agreement). For the sake of clarity, if the Put Right Exercise Date”); providedis exercised pursuant to Section 8.1(a) of the LLC Agreement during the Second Put Window, howeverthe amount referred to in clause (e) of this Section 10 shall accrue as follows: (i) solely for the purposes of calculating that portion of the NSM Return generated during the period commencing on the first day after the end of the First Put Window and until the date of exercise of the Put Right, at [***] per annum, compounded annually, and (ii) solely for the purposes of calculating that a Put Right Exercise Date may not be less than 30 calendar days after portion of the NSM Return generated during the period commencing on the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Noticeis exercised and to the date the Put Price is actually paid, at the weighted average per annum return on the NSM Capital as calculated as of the date the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Dayexercised, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)compounded annually. (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject If the Company shall not have completed its Initial Public Offering prior to obtaining shareholder approval the fifth anniversary of the date hereof and any Designated Regions Holder thereafter shall have made a valid request for a Demand Registration for the Initial Public Offering pursuant to Nasdaq Marketplace Rules Section 4.3(b)(x) and the Designated Regions Holders shall have failed within 180 days thereafter to effect the sale pursuant to such Demand Registration of all of the Registrable Securities designated by the Designated Regions Holders for inclusion in such Demand Registration despite the use of their reasonable best efforts, then, at any time thereafter, the Designated Regions Holders, as described belowa group, each holder of Series E Preferred Stock will shall have the right (a but not the obligation) to require the Company to purchase, all but not less than all of the unsold Shares that had been designated for sale in the Regions Demand Registration (the “Put Right Shares”); provided, that, each Designated Regions Holder shall have complied, in all material respects, with all of its obligations under this Agreement with respect to such Demand Registration. Such put right (the “Put Right”), exercised by ) shall be exercisable upon delivery of a written notice delivered by such holder to (the Corporation on or after March 16, 2021 (a “Put Right Notice”), ) by such Designated Regions Holders (the “Put Right Sellers”) to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued Company and unpaid dividends on a date specified in the Clarion. The Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not once delivered shall be less than 30 calendar days after the date on which a irrevocable. The Put Right Notice is delivered to shall specify the Corporation. If a number of Put Right Exercise Date is not specifiedShares. The Designated Regions Holder and the Company shall, or is less than 30 calendar days after following the delivery of the Put Right Notice, negotiate in good faith to determine the Fair Market Value; provided, however, if the Regions Designated Holder and the Company cannot agree on the Fair Market Value on or prior to the 10th day following the date the Put Right Notice is delivered, then at any time after the 10th day Regions Designated Holder or the Company shall be effective on engage an independent nationally recognized investment banking firm to determine the Fair Market Value. The Company and the Regions Designated Holder shall instruct the investment banking firm to deliver its determination of the Fair Market Value within 60 days from the date the Put Right Notice is delivered. The purchase of the Put Right Shares shall occur no later than the 30th calendar day (or if such day is not a Business Day, the next first Business DayDay thereafter) following the delivery determination of the Fair Market Value of such Shares. Notwithstanding the foregoing, the Company’s obligation to acquire the Put Right Notice. Any redemption pursuant to a Put Right Shares under this Section 7.2 shall be in cash or Common Stock at deferred for so long as and solely to the election extent that any of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any following circumstances (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board Restriction”) shall deliver a waiver of exist: (i) the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to Company is prohibited by applicable law from acquiring the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and Shares; (ii) the Board has received acquisition by the opinion Company of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which Shares is prohibited by the Corporation shall use contractual terms of any financing arrangement applicable to the Company or any of its Subsidiaries and, notwithstanding its commercially reasonable efforts and diligent efforts, the Company is unable to obtainobtain a waiver or consent of the lender(s) thereunder permitting the Company to acquire the Put Right Shares; or (iii) the Company is unable to pay the purchase price for the Put Shares out of its own available funds and, at notwithstanding its commercially reasonable and diligent efforts, is unable to obtain financing for the Corporation’s expense)acquisition of the Put Right Shares on commercially reasonable terms. In the event a Non-exercising Holder fails to satisfy of the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction existence of a share) determined in accordance with this Section 10 on Put Right Restriction at the time the Company would otherwise be obligated to purchase the Put Right Exercise DateShares pursuant to this Section 7.2, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder Company shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At maximum extent permitted within the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules parameters of the Put Right Common Stock Market Value Restrictions, perform its obligations to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve acquire the Put Right Common Stock Market ValueShares within the time frames and in the manner contemplated by this Section 7.2. For example, if the Corporation will successively seek similar approval at the next annual meetings Company is unable to purchase all of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right Shares as a result of the Put Right Restriction described in clause (iii) above, the Company shall not nevertheless purchase, on a pro rata basis, as many of the Put Right Shares as possible in light of the Company’s financial condition and the availability of financing. At such time as the Put Right Restrictions terminate or expire and, in the case of the Put Right Restrictions described in clause (iii), additional funds of the Company or from a financing source become available, the Company shall promptly purchase the balance of the Put Right Shares or such portion thereof that may be exercisableacquired within the parameters of the Put Right Restrictions.

Put Right. (a) Subject With respect to obtaining shareholder approval pursuant any Shares which the Participant receives upon exercise, prior to Nasdaq Marketplace Rules a QPO, of the Option (the “LTI Option Shares”), on the first business day immediately following the six-month anniversary of the date of exercise of such Option, the Participant shall have or her or his Transferee (as described below, each holder of Series E Preferred Stock will applicable) shall have the right (a the “Put Right”), exercised by notice delivered by during the 90-day period following such holder business day, to sell to the Corporation on Company (or after March 16, 2021 (a “Put Right Notice”its designated assignee), to require and upon the Corporation to redeem all, but not less than all, exercise of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice the Company (a “Put Right Exercise Date”); providedor its designated assignee) shall purchase from the Participant or Transferee, however, that a Put Right Exercise Date may not be less than 30 calendar days after all or any portion of the LTI Option Shares held by the Employee Shareholder or as of the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, is exercised at a per LTI Option Share price equal to the Fair Value of an LTI Option Share determined as of the date the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)exercised. (b) Upon receipt of a Put Right Notice, the Corporation The Participant or Transferee shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to exercise the Put Right Exercise Date if by delivering to the Company a written notice (ithe “Put Notice”) such Non-exercising Holder provides specifying his or her intent to sell the Board LTI Option Shares held by the representations Participant or Transferee and undertakings specified in Article IX(A)(7) the number of LTI Option Shares to be sold. The Put Right shall be deemed exercised as of the Articles prior date on which the Participant or Transferee delivers such Put Notice to the Put Right Exercise Date Company. Such purchase and sale shall occur on such date as the Company (iior its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the Board has received the opinion of counsel specified in Article IX(A)(7) end of the Articles prior to fiscal quarter in which the Put Right Exercise Date (which the Corporation shall Notice is delivered. The Company will use commercially reasonable efforts to obtainmake the payment for the LTI Option Shares in cash on the date of such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement (as defined in the Shareholders’ Agreement), the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Participant or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Participant or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If the Participant or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Participant or Transferee if no delay had occurred plus interest for the period from the date on which the purchase price would have been paid but for the delay in payment provided herein to the date on which such payment is made (the “Delay Period”), calculated at an annual rate equal to the Corporation’s expenseaverage annual prime rate charged during the Delay Period by a nationally recognized bank designated by the Board plus one (1) percentage point. (c) Notwithstanding anything in this Agreement to the contrary, no Participant or Transferee shall be entitled to the Put Right if, prior to or concurrent with the exercise thereof, such Participant has violated any of the restrictive covenants set forth in the Plan or in any award agreement entered into pursuant to the Plan (including Section 10 of this Agreement). In the event a Non-exercising Holder fails to satisfy that the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, Participant or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on Transferee exercises the Put Right Exercise Dateand, concurrently with following the conversion of the shares specified in the Put Right Conversion; provided, however, date that the Non-exercising Holder shall, if necessary, be permitted, Company pays the Participant or Transferee the applicable purchase price for the LTI Option Shares in connection with the exercise by another Holder respect of its such Put Right, the Participant violates any of the restrictive covenants set forth in the Plan or in any award agreement entered into pursuant to put the Option Plan (including Section 10 of this Agreement), the Participant or Transferee shall pay to the Company, within ten (10) business days following the date of such portion of its shares above as may be required violation, an amount equal to enable the Corporation amount the Company paid the Participant or Transferee to obtain purchase the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect LTI Option Shares pursuant to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject Notwithstanding anything to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe contrary in this Warrant, each holder of Series E Preferred Stock will Holder shall have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation Company to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If repurchase this Warrant in connection with a Liquidity Event at a repurchase price equal to $900,000. Holder may exercise this “put right” at any time commencing on the exercise earlier of (i) ten (10) days prior to the occurrence of a Put Right Liquidity Event, (ii) the Corporation elects time Holder receives notice that a Liquidity Event has occurred, and (iii) the time Holder otherwise obtains knowledge that a Liquidity Event has occurred, by giving notice to redeem the Series E Preferred Stock Company of Holder’s election pursuant to this Section 1.7; provided that (A), in case of the early expiration or termination of this Warrant due to an Acquisition in accordance with Common StockSections 1.6.2(A)(b) or 1.6.2(B)(b), then Holder must exercise such “put right,” if at all, no later than upon such early expiration or termination, (B) in case of any Acquisition other than one where the number sole consideration is cash, Holder must exercise such “put right,” if at all, no later than (x) the consummation of shares such Acquisition, if Holder has been provided fifteen (15) days prior notice of Common Stock issued shall be determined such Acquisition specifically referencing this “put right” or (y) if such notice is note provided by dividing that time, the fifteenth (15th) day following the notice to Holder of such Acquisition specifically referencing this “put right” and (C), in case of any registered public offering of the Company’s common stock, Holder must exercise such “put right,” if at all, not later than the thirtieth (30th) day following the later of (i) the sum of (a) 130% expiration of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stocklock-up period, if any (eachany, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received 210th day following such public offering. For purposes of this Warrant, a “Liquidity Event” is the opinion of counsel specified in Article IX(A)(7) first of the Articles prior following events to occur after the Put Right Exercise Date (which Issue Date: any adoption of resolutions by the Corporation shall use commercially reasonable efforts Board of Directors of the Company to obtaindissolve or liquidate the Company, at any expiration or termination of this Warrant, any registered public offering of the CorporationCompany’s expense)common stock, and any Acquisition. In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do soevent, the minimum number rights of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with under this Section 10 on 1.7 terminate upon the Put Right Exercise Date, concurrently with the conversion expiration or termination of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightthis Warrant. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject Put of the Series A Preferred Units. At any time from and after the Put Right Commencement Date, upon written notice (the “Put Notice”) to obtaining shareholder approval pursuant the Company, the Requisite Series A Preferred Holders may elect to Nasdaq Marketplace Rules as described belowrequire the Company to purchase, each holder out of funds lawfully available therefor, all (but not less than all) of the outstanding Series E A Preferred Stock will have Units (the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery Any exercise of the Put Right Noticeshall be at a price per Series A Preferred Unit (the “Put Price”) equal to the Series A Preferred Issue Price plus the Accrued Preferred Return applicable to such Series A Preferred Unit up to and including the applicable Put Date. The Company shall purchase, out of funds lawfully available therefor, all the Series A Preferred Units subject to the Put Right Notice in three equal annual installments (without interest, except as otherwise provided for herein) as follows: the first installment shall be effective made no later than ninety (90) days following the Company’s receipt of the Put Notice; the second installment shall be made no later than one year following the Company’s receipt of the Put Notice; and the third Execution Copy installment shall be made no later than two years following the Company’s receipt of the Put Notice (the dates of each such installment being referred to herein as a “Put Date” and the Series A Preferred Units to be purchased on the 30th calendar day (or if such day is not a Business DayPut Date, the next Business Day) following “Put Units”), provided that the delivery exercise of the Put Right Notice. Any redemption shall not limit the proceeds payable pursuant to Section 3.2 to the Holders of Series A Preferred Units upon a Put Right shall be Liquidation or Deemed Liquidation Event completed prior to the payment in cash or Common Stock at the election full of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends Price with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value any of the Common Stock. The market value per share Put Units that have not, as of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy closing of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtainLiquidation or Deemed Liquidation Event, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined been repurchased in accordance with this Section 10 2.3. If the Company does not have sufficient funds legally available to purchase on a Put Date all applicable Put Units, the Company (i) shall use all commercially reasonable efforts to acquire such funds promptly (including, without limitation, engaging an investment bank reasonably acceptable to the Requisite Series A Preferred Holders as the Company’s financial advisor), (ii) shall purchase a pro rata portion of each Series A Preferred Holder’s Put Units out of funds legally available therefor, based on the respective number of Put Right Exercise Units held by each such Series A Preferred Holder, (iii) shall purchase the remaining such Put Units as soon as practicable after the Company has funds legally available therefor and (iv) shall not make any distribution of Available Cash On Hand pursuant to Section 3.1 unless and until all such remaining Put Units have been repurchased. The Put Price for any Put Units not purchased by the Company on the applicable Put Date shall be recalculated to an amount equal to the original Put Price plus interest at the rate of eight percent (8%) per annum, compounded annually, accruing daily from and after the applicable Put Date. By written notice to the Company, concurrently the Requisite Series A Preferred Holders may elect to rescind the Put Notice at any time with respect to any and all Put Units for which the conversion Put Price has not been paid in full as of the shares specified in time of such notice. Notwithstanding anything contained herein to the contrary, any Series A Preferred Units which are not repurchased upon a Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder Date shall remain outstanding for all purposes of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) this Agreement and shall be paid with the same type entitled to all rights and proportion of consideration elected privileges specified herein until such Series A Preferred Units are actually repurchased by the Corporation with respect to the Put RightCompany. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject At any time prior to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe third anniversary of the Effective Date, each holder the affiliates of Series E Preferred Stock will Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Put Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) shall have the right to sell (a the “Put RightOption”), exercised by notice delivered by such holder ) to the Corporation on or after March 16, 2021 Strategic REIT all (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% ) of the Liquidation Preference plus accrued outstanding trust interests in Monroe and unpaid dividends limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Equity Interests”), on a date specified in the terms and subject to the provisions of this Section 9.06. The Put Holders may exercise the Put Right Notice Option by delivering written notice (a the “Put Right Exercise Notice”) of their election to Strategic REIT at any time prior to the third anniversary of the Effective Date. The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective (the “Put Effective Date”); provided, however, that a in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) The aggregate purchase price for the Equity Interests (the “Put Right Exercise Date may not Price”) shall be less than 30 calendar days after the sum of (X) the Net Investment Amount (as defined below) on the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right NoticeNotice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any partial year), to the average daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Condominium Holdings or EH DTRS Holdings, any loans or advances to any of such entities, and payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Condominium Holdings or EH DTRS Holdings, any payment received by Monroe or any of its Affiliates pursuant to the Services Agreement (but excluding any expense reimbursement), any return of capital from the Company or EH Condominium Holdings or EH DTRS Holdings, and any repayment of loans or advances to such entities. (c) If the Put Right Notice Holders elect to exercise the Put Option, the closing of the Put Option shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) consummated as soon as practical following the delivery of the Put Right Notice, but in any event after the Put Effective Date and prior to the date that is thirty (30) days following the Put Effective Date. Any redemption pursuant to a Put Right Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Put Holders as to: (i) ownership, title, authority to sell and the like regarding the Equity Interests; (ii) the absence of any assets or liabilities of any kind in cash ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those arising under this Agreement and the limited liability company agreements of EH DTRS Holdings and EH Condominiums Holdings); (iii) the absence of any activities of any kind by ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in the Company, EH DTRS Holdings and EH Condominiums Holdings); and (iv) the qualifications of ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and their compliance with applicable laws related thereto. For the avoidance of doubt, the Put Holders shall not be required to make any representations, warranties and indemnification as to the operations or Common Stock at the election financial matters of the CorporationCompany, EH DTRS Holdings, EH Condominiums Holdings or any of their respective Subsidiaries. If in connection with Strategic REIT shall be entitled to receive such other deliveries as may be reasonably necessary to effect the exercise purchase of a the Equity Interests. (d) Strategic REIT shall pay the Put Right Price by issuing and delivering to the Corporation elects to redeem Put Holders shares of Strategic REIT’s common stock (the Series E Preferred Stock with “Common Stock, then ”) having a value (as determined below) equal to the number of aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock issued shall be determined by dividing valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (ito be equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends and similar transactions) and the sum twenty (20) day volume-weighted average price of (a) 130% a share of Common Stock as of the aggregate Liquidation Preference date of the shares Put Notice. (e) The parties acknowledge that the Common Stock will be listed pursuant to the terms of Series E Preferred the Registration Rights Agreement. Subject to the approval of the New York Stock to be redeemed and (b) any accrued and unpaid dividends Exchange of the supplemental listing application with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value listing of the Common Stock. The market value per share , Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock payment (to become effect as soon as reasonably possible after the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average closing of the Common Stock for Put Option. Notwithstanding anything contained herein or in any other agreement to the 30 trading days (or such longer trading period as contrary, Strategic REIT shall not be required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if issue or deliver any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including to any fraction of a share) determined in accordance with this Section 10 on Put Holder if prohibited by, or unless and until all approvals required by, the Put Right Exercise Date, concurrently with the conversion rules of the shares specified NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the Put Right Conversion; providedUnited States on which the Common Stock is then traded or quoted, howeverhave been obtained, that including, without limitation, the Non-exercising Holder shall, if necessary, be permitted, in connection with approval of the exercise by another Holder New York Stock Exchange of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation supplemental listing application with respect to the Put Rightlisting of the Common Stock. (cf) At Upon the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules date of the Put Right Common Stock Market Value Notice, all obligations, if any, of Monroe and any Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to accrue, but liabilities and obligations accruing prior to the date of the Put Notice shall remain outstanding and not be effected by delivery of the Notice or closing of the Put Option. Upon the Put Effective Date, (x) the Services Agreement shall terminate, and (y) Monroe shall cease to be used a member of this Company and shall have no further obligations hereunder (but shall continue to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablehave its rights under this Section 9.06).

Put Right. Holdings shall have the right, exercisable at any time and from time to time beginning on the Restricted Period End Date and continuing for a period of 30 days thereafter (athe “Put Period”), to sell all or a portion of the Aggregate Shares to F▇▇▇▇▇▇ or an Affiliate of F▇▇▇▇▇▇, and F▇▇▇▇▇▇ will be obligated to, or will cause such Affiliate to, purchase such Aggregate Shares, at a purchase price of $6.00 per share (subject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) Subject (the “Put Purchase Price”). Such rights to obtaining shareholder approval sell to F▇▇▇▇▇▇ or such Affiliate pursuant to Nasdaq Marketplace Rules this Section 3 are referred to herein as described below, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised .” Holdings shall exercise the Put Right by giving written notice delivered by such holder to of exercise (the Corporation on or after March 16, 2021 (a “Put Right Notice”)) to F▇▇▇▇▇▇, which notice shall set forth the number of Aggregate Shares to require be purchased by F▇▇▇▇▇▇ or such Affiliate (the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise DateShares”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar . Within seven business days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, F▇▇▇▇▇▇ or is less than 30 calendar days after the delivery of his Affiliate receives the Put Right Notice, F▇▇▇▇▇▇ shall, or shall cause such Affiliate to, pay the aggregate Put Purchase Price for the Put Shares to Holdings by check or wire transfer of immediately available funds to an account designated by Holdings . Promptly after Holdings receives such payment, Holdings shall deliver (or arrange for delivery) to F▇▇▇▇▇▇ or such Affiliate a stock certificate representing the Put Shares (free and clear of any rights, restrictions, liens or encumbrances whatever) purchased by F▇▇▇▇▇▇ or such Affiliate together with a fully-executed stock power. Notwithstanding the foregoing, if Holdings exercises the Put Right Notice shall be effective on the 30th calendar day (or if such day is not in connection with a Business DayCompany Sale, the next Business Day) following the delivery exercise of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at effective, and the election sale of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price Aggregate Shares pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if to F▇▇▇▇▇▇ or an Affiliate of F▇▇▇▇▇▇ at a purchase price of $6.00 per share in cash (isubject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) such Non-exercising Holder provides shall be subject to and take place immediately prior to, the Board the representations and undertakings specified in Article IX(A)(7) consummation of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtainCompany Sale, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide it being understood that if such representations and undertakings, or the Corporation Company Sale is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do soterminated, the minimum number provisions of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy Section 2 and 4 shall apply until the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along next Restricted Period End Date occurs and thereby triggers a new Put Period consistent with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number provisions of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right3. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. At any time following the date which is the later of the fifth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right (a “"Put Right”Trigger Date"), exercised by a holder may give written notice delivered by such holder (the "Put Notice") to the Corporation on or after March 16, 2021 (a “Put Right Notice”), of its intention to require the Corporation to redeem sell all, but not less than all, of such holder’s then outstanding its Series E B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a value cash price per share of at 130% Series B Preferred Stock (the "Put Price") equal to the sum of: (1) the Stated Amount; and (2) an amount per share of the Liquidation Preference plus accrued and unpaid dividends Series B Preferred Stock (the "Put Lookback Return") equal to an eighteen percent (18%) per annum return on a date specified in investment on the Stated Amount, compounded quarterly from the Issuance Date until the Put Right Notice Date reduced by the actual return (a “assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Right Exercise Date or, if not actually repurchased by the Corporation on the Put Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice the Series B Preferred Stock is delivered to actually repurchased by the Corporation. If a The Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing state (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of outstanding shares of Series E B Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number redeemed. Promptly following receipt of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred StockNotice, the Corporation shall seek provide written notice to the holder setting forth (and use best efforts i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules be surrendered for payment of the Put Right Common Stock Market Value Price, including any procedures applicable to repurchases to be used to determine accomplished through book-entry transfers and (iii) that dividends on the number of shares of Common Series B Preferred Stock issued upon exercise to be repurchased shall cease to accumulate as of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market ValueDate. Upon the Put Date (unless the Corporation shall default in making payment of the appropriate Put Price), whether or not certificates for shares which are the subject of the Put Notice have been surrendered for cancellation, the Corporation will successively seek similar approval at shares of Series B Preferred Stock to be redeemed shall be deemed to be no longer outstanding, dividends on the next annual meetings shares of shareholders until February 28Series B Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, 2022. If shareholder approval is not obtainedexcept for the rights to receive the Put Price but without interest, and, up to the later of (i) the close of business on the first (1st) Business Day preceding the Put Date or (ii) the date on which the shares of Series B Preferred Stock are actually repurchased, the Put Right shall not be exercisableright to convert such shares pursuant to Section 8 hereof.

Put Right. If within 120 days after the closing of the transactions contemplated in the Reorganization Agreement (athe "CLOSING DATE"), iExalt fails to file a registration statement (that is not later withdrawn by iExalt prior to effectiveness) Subject in which each of the Stockholders were provided the opportunity to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowregister for resale their respective shares of Registrable Common, each holder of Series E Preferred Stock will any Stockholder shall have the right to put (a “Put Right”the "PUT OPTION"), exercised by notice delivered from time to time during the Put Period (as defined below), all or any portion of the Registrable Common owned by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”)Stockholder, to require iExalt (or, in iExalt's sale discretion, any of its affiliates) for the Corporation to redeem allpurchase in cash by iExalt (or its affiliate, as the case may be) at the Put Price per share (as defined below). The Put Period shall be the 60-day period commencing on the 120th day after the closing date (the "CLOSING DATE") of the transactions contemplated in the Reorganization Agreement. The Put Price shall be the average Market Price (as defined below) of a share of Common Stock during the 120-day period after the Closing Date, but not in no event less than all, of such holder’s then outstanding Series E Preferred Stock at a value $1.50 per share or greater than $2.28 per share. A Stockholder shall exercise the Put Option by delivering written notice to iExalt (the "PUT NOTICE") within the Put Period, after which time the Put Option shall lapse and be of at 130% no further force and effect. If the Put Notice is timely given by any Stockholder, the closing of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, purchase as to that a Put Right Exercise Date may not be less than 30 calendar Shareholder shall occur within 10 business days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery iExalt's receipt of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common StockAt closing, then the number of shares of Common Stock issued shall be determined by dividing (i) iExalt (or its affiliate, as the sum of (acase may be) 130% of shall pay to the aggregate Liquidation Preference of Stockholder(s) the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends cash purchase price for the Registrable Common with respect to which such shares of Series E Preferred Stock through Stockholder(s) have exercised the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment Put Option (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i"PUT SHARES") such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7Stockholder(s) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received Stockholder(s) shall deliver to iExalt the opinion of counsel specified in Article IX(A)(7) of the Articles prior to stock certificates representing the Put Right Exercise Date Shares duly endorsed for transfer to iExalt (or its affiliate as the case may be) or accompanied by blank stock powers. For purposes of this Section 2(b), "MARKET PRICE" of a share of Common Stock on any given date means (i) the closing sales price of a share of Common Stock as reported on the principal securities exchange on which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock are then listed or admitted to trading or (including any fraction of a shareii) determined in accordance with this Section 10 on if not so reported, the Put Right Exercise Date, concurrently with the conversion average of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of closing bid and asked prices for a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares share of Common Stock issued upon exercise as quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or (iii) if not quoted on NASDAQ, the average of the closing bid and asked prices for a Put Right. In the event shareholder fail to so approve the Put Right share of Common Stock Market Value, as quoted by the Corporation will successively seek similar approval at National Quotation Bureau's "PINK SHEETS" or the next annual meetings National Association of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.Securities Dealers OTC Bulletin Board

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowIf no Liquidity Event shall have occurred by the later of October 22, 2003 or 90 days following the final maturity date of debt securities issued in the High Yield Debt and Equity Offering, then each holder of Series E Preferred Stock will Nassau and its Affiliates, AT&T, GECC and CoreStates shall have the right right, at any time thereafter, by giving written notice to the Company (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”"PUT NOTICE"), to require the Corporation Company to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice repurchase (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, "PUT") all or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference any portion of the shares of Series E Convertible Preferred Stock or Common Stock held by such Stockholder for an amount (the "PUT AMOUNT") equal to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (iiA) the fair market value of the shares subject to such Put as determined within 30 days of each Put Notice by an investment bank of national reputation which is mutually acceptable to the Company and holders of a majority of the voting power of Common Stock and Common Stock Equivalents held by all parties exercising Puts hereunder or (B) in the case of any shares of Convertible Preferred Stock, at the liquidation preference thereof plus all accrued and unpaid dividends, at the option of holders thereof; provided that AT&T, GECC and CoreStates shall not have the right to exercise a Put hereunder unless Nassau or its Affiliates have exercised a Put. The market value per share Company shall give AT&T, GECC and CoreStates prompt notice of Nassau's intent to exercise a Put. The Company shall give Notice to Nassau and the other Stockholders of any exercise of the Common Stock Put right under Section 14 of either of the Subsidiary Warrants or hereunder. The Company shall pay to the party exercising a Put the Put Amount within 60 days of the date of such determination of fair market value. Any unpaid balance of a Put Amount thereafter shall bear interest, which interest shall be paid together with any payment of such Put Amount, at a rate of 18.0% per annum (the “"DEFAULT RATE"); provided that accrual of interest at the Default Rate shall not constitute a waiver of any party exercising a Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average hereunder to receive immediate payment of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)Amount. (b) Upon receipt If at the time of any exercise of a Put Right Noticehereunder there shall be pending any Put by any other party hereunder or any Repurchase Notice under Section 14 of either Subsidiary Warrant, and if either the Corporation Company or KMC shall promptly notify not have funds legally available in the amount necessary to repurchase all other holders of Series E the Convertible Preferred Stock, if any (eachCommon Stock, a “Non-exercising Holder”), that Subsidiary Warrants and Warrant Stock with respect to which a Put Right Notice or Repurchase Notice has been delivered received, then such Convertible Preferred Stock, Common Stock, Subsidiary Warrants and provide Warrant Stock, as applicable, shall be repurchased by the Company or KMC, as applicable, to the extent that funds are legally available for such repurchases; PROVIDED that (A) the Put Amount and (B) the Repurchase Amount (as defined in the Subsidiary Warrants) to be received by each Non-party exercising Holder with a copy of Put shall be aggregated and paid to each such party pro rata. Any Put Right Notice. The Board not satisfied in full in cash shall deliver a waiver remain an obligation of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) Company and shall be paid with evidenced by a promissory note due within 366 days and bearing interest at the same type and proportion of consideration elected by the Corporation with respect Default Rate to the Put Rightextent provided above. (c) At The Company agrees that it will effect all such capital contributions, advances, dividends and other actions among itself and its wholly-owned subsidiaries so as to maximize the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (Company's and use best efforts KMC's ability to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of satisfy the Put Right Common Stock Market Value rights contained in this Section 5 and the put rights contained in Section 14 of either Subsidiary Warrant subject to such limitations as may be used applicable under applicable law and the terms of any agreement to determine which the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not Company and its subsidiaries may be exercisablebound.

Put Right. (ai) Subject At any time and from time to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation time on or after March 16November 1, 2021 2007 (so long as it is not prohibited by, or would not otherwise result in a “Put Right Notice”default under, the Amended Credit Agreement (as such term is defined in Section 2.12 of the Stock Purchase Agreement)) but not after the consummation of a Public Offering or a Sale of the Company, upon the affirmative vote or written consent of the holders of a majority of the Preferred Securities then outstanding, the Company shall be required to require the Corporation to redeem all, repurchase all (but not less than all) of the outstanding Preferred Securities at the Repurchase Price (as defined below). Within 5 days following the affirmative vote or written consent referenced above, the holders of a majority of the Preferred Stock then outstanding shall give written notice to the Company of the exercise of this right (an “Exercise Notice”) and promptly after receipt of the Exercise Notice, the Company shall send written notice thereof to all other Shareholders holding Preferred Stock. (ii) Within thirty (30) days after receipt of any Exercise Notice, the Company shall give written notice (the “Repurchase Notice”) to the holders of Preferred Securities, setting forth a reasonable approximation of the Fair Market Value of the Company at the time of such holder’s then outstanding Series E Repurchase Notice. Each holder of Preferred Stock at a value per share of at 130% of Securities shall be required to join in such repurchase on the Liquidation Preference plus accrued same terms and unpaid dividends on a date specified conditions as set forth in the Put Right Notice Exercise Notice. (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar iii) Promptly (but in any event within five (5) business days after the date on which end of this 30-day period), the Company and the holders of a Put Right Notice is delivered majority of the Preferred Securities to be repurchased shall determine the Repurchase Price as provided in Section 4(c) below, and (subject to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar provisions hereof) within ten (10) days after the delivery determination of the Put Right NoticeRepurchase Price, the Put Right Notice Company shall be purchase and the holders of Preferred Securities shall sell all outstanding Preferred Securities at a mutually agreeable time and place; provided that the Company may, at its option, require that such purchase and sale of Preferred Securities occur effective on as of the 30th calendar first day (or if such day is not a Business Day, of the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)succeeding month. (biv) Upon receipt Subject to applicable law, in the event the Company does not have adequate funds available to fully repurchase all of a Put Right Noticethe Preferred Securities pursuant to this Section 4 at the time scheduled for the closing of such purchase, the Corporation Company shall promptly notify repurchase from each holder of Preferred Securities to be repurchased, their pro rata share of all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right NoticeSecurities to be repurchased. The Board Company shall deliver a waiver then use its best efforts (but subject to the fiduciary duties of the Ownership Limit Board and applicable law) to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails obtain adequate funds to satisfy the conditions remainder of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with its repurchase obligation under this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right4. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. At any time following the date which is the later of the fifth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right (a “"Put Right”Trigger Date"), exercised by a holder may give written notice delivered by such holder (the "Put Notice") to the Corporation on or after March 16, 2021 (a “Put Right Notice”), of its intention to require the Corporation to redeem sell all, but not less than all, of such holder’s then outstanding its Series E C Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a value cash price per share of at 130% Series C Preferred Stock (the "Put Price") equal to the sum of: (1) the Stated Amount; and (2) an amount per share of the Liquidation Preference plus accrued and unpaid dividends Series C Preferred Stock (the "Put Lookback Return") equal to an eighteen percent (18%) per annum return on a date specified in investment on the Stated Amount, compounded quarterly from the Issuance Date until the Put Right Notice Date reduced by the actual return (a “assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. The holders of shares of Series C Preferred Stock shall be permitted to convert their Series C Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Right Exercise Date or, if not 5 139 actually repurchased by the Corporation on the Put Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice the Series C Preferred Stock is delivered to actually repurchased by the Corporation. If a The Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing state (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of outstanding shares of Series E C Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number redeemed. Promptly following receipt of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred StockNotice, the Corporation shall seek provide written notice to the holder setting forth (and use best efforts i) the Put Price, (ii) the place or places where certificates for such shares of Series C Preferred Stock are to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules be surrendered for payment of the Put Right Common Stock Market Value Price, including any procedures applicable to repurchases to be used to determine accomplished through book-entry transfers and (iii) that dividends on the number of shares of Common Series C Preferred Stock issued upon exercise to be repurchased shall cease to accumulate as of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market ValueDate. Upon the Put Date (unless the Corporation shall default in making payment of the appropriate Put Price), whether or not certificates for shares which are the subject of the Put Notice have been surrendered for cancellation, the Corporation will successively seek similar approval at shares of Series C Preferred Stock to be redeemed shall be deemed to be no longer outstanding, dividends on the next annual meetings shares of shareholders until February 28Series C Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, 2022. If shareholder approval is not obtainedexcept for the rights to receive the Put Price but without interest, and, up to the later of (i) the close of business on the first (1st) Business Day preceding the Put Date or (ii) the date on which the shares of Series C Preferred Stock are actually repurchased, the Put Right shall not be exercisableright to convert such shares pursuant to Section 8 hereof.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowAt any time within the ninety (90) day period immediately following the expiration of each Call Right Period which results from a Triggering Event occurring on December 31 only, each holder of Series E Preferred Stock will the Transferring Member shall have the right right, but not the obligation, to require the Company to redeem all of the Shares held by the Transferring Member at one (a 1) or more closings (the “Put Right”), exercised by at a price determined in accordance with Section 11.8(b) below and on a date which is not more than ninety (90) days following the date on which notice delivered by such holder of the Transferring Member’s exercise of the Put Right is provided to the Corporation on or after March 16, 2021 Company (a the “Put Right NoticeNotice Date”) unless otherwise mutually agreed upon by the parties to such redemption in writing (such redemption date, the “Put Right Redemption Date”), . (b) The purchase price for Shares being redeemed by the Company pursuant to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% an exercise of the Liquidation Preference plus accrued and unpaid dividends on a date specified in Put Right by the Transferring Member (the “Put Right Price”) shall be equal to the product of (i) the Profit/Loss Percentage with respect to the Shares being redeemed as of the Put Right Notice Date, times (a “ii) the Put-Call Value. (c) Effective as of the Put Right Exercise Notice Date”, automatically and without any action by any Person, all Shares held by the Transferring Member shall become non-voting, the TriStone Manager shall be deemed to have resigned as a Manager, and ▇▇▇▇▇▇ shall be deemed to have resigned as an Officer of the Company. (d) The parties to any redemption of Shares pursuant to this Section 11.8 shall close and settle on the Put Right Redemption Date at the offices of the Company’s legal counsel, unless otherwise mutually agreed upon by the parties to such redemption in writing. The Company shall on the Put Right Redemption Date pay the Put Right Price to the Transferring Member, at the Company’s sole option and in its sole discretion, in the form of (i) a promissory note executed by the Company in favor of the Transferring Member, bearing interest on the unpaid principal balance at an annual rate equal to Prime Rate as of the Put Right Redemption Date plus one percent (1%), providing for five (5) equal annual principal and interest installments and amortization over a term of five (5) years, subject to prepayment in whole or in part at any time or times without penalty, and subject to acceleration upon a Change of Control, (ii) [Class B units] of Allegiancy of equivalent value as of the Put Right Redemption Date, (iii) cash, or (iv) any combination of the foregoing. The Transferring Member shall on the Put Right Redemption Date deliver the certificates representing the Shares being redeemed to the Company properly endorsed in blank for transfer; provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder Transferring Member fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide deliver such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 certificates on the Put Right Exercise Redemption Date, concurrently with the conversion of the shares specified in Transferring Member shall for all purposes be deemed no longer to be a Member, and the Put Right Conversion; provided, however, Price that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right would have been paid shall be calculated deposited in accordance a bank or with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect an escrow agent for delivery to the Put RightTransferring Member upon such Transferring Member’s delivery of the certificates or a lost Shares affidavit in a form acceptable to the Company. (ce) At Upon the first annual meeting closing of shareholders following a redemption pursuant to this Section 11.8, the issuance Company and the Remaining Members shall use reasonable efforts and take all steps reasonably necessary or prudent to obtain a release of the Series E Preferred StockTransferring Member from any personal guarantee made by the Transferring Member of any debt, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules loan, contract, agreement, or obligation of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableCompany.

Put Right. (a) Subject At any time prior to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe third anniversary of the Effective Date, each holder the affiliates of Series E Preferred Stock will Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Put 41 Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) shall have the right to sell (a the “Put RightOption”), exercised by notice delivered by such holder ) to the Corporation on or after March 16, 2021 Strategic REIT all (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% ) of the Liquidation Preference plus accrued outstanding trust interests in Monroe and unpaid dividends limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Equity Interests”), on a date specified in the terms and subject to the provisions of this Section 9.06. The Put Holders may exercise the Put Right Notice Option by delivering written notice (a the “Put Right Exercise Notice”) of their election to Strategic REIT at any time prior to the third anniversary of the Effective Date. The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective (the “Put Effective Date”); provided, however, that a in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) The aggregate purchase price for the Equity Interests (the “Put Right Exercise Date may not Price”) shall be less than 30 calendar days after the sum of (X) the Net Investment Amount (as defined below) on the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right NoticeNotice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any partial year), to the average daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH Condominiums Holdings, any loans or advances to any of such entities, and payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH Condominiums Holdings, any payment received by Monroe or any of its Affiliates pursuant to the Services Agreement (but excluding any expense reimbursement), any return of capital from the Company or EH Hotel Holdings or EH Condominiums Holdings, and any repayment of loans or advances to such entities. (c) If the Put Right Notice Holders elect to exercise the Put Option, the closing of the Put Option shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) consummated as soon as practical following the delivery of the Put Right Notice, but in any event after the Put Effective Date and prior to the date that is thirty (30) days following the Put Effective Date. Any redemption pursuant to a Put Right Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Put Holders as to: (i) ownership, title, authority to sell and the like regarding the Equity Interests; (ii) the absence of any assets or liabilities of any kind in cash ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those arising under this Agreement and the limited liability company agreements of EH Condominiums Holdings and EH Hotel Holdings); (iii) the absence of any activities of any kind by ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in the Company, EH Condominiums Holdings and EH Hotel Holdings); and (iv) the qualifications of ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and their compliance with applicable laws related thereto. For the avoidance of doubt, the Put Holders shall not be required to make any representations, warranties and indemnification as to the operations or Common Stock at the election financial matters of the CorporationCompany, EH Condominiums Holdings, EH Hotel Holdings or any of their respective Subsidiaries. If in connection with 42 Strategic REIT shall be entitled to receive such other deliveries as may be reasonably necessary to effect the exercise purchase of a the Equity Interests. (d) Strategic REIT shall pay the Put Right Price by issuing and delivering to the Corporation elects to redeem Put Holders shares of Strategic REIT’s common stock (the Series E Preferred Stock with “Common Stock, then ”) having a value (as determined below) equal to the number of aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock issued shall be determined by dividing valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (ito be equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends and similar transactions) and the sum twenty (20) day volume-weighted average price of (a) 130% a share of Common Stock as of the aggregate Liquidation Preference date of the shares Put Notice. (e) The parties acknowledge that the Common Stock will be listed pursuant to the terms of Series E Preferred the Registration Rights Agreement. Subject to the approval of the New York Stock to be redeemed and (b) any accrued and unpaid dividends Exchange of the supplemental listing application with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value listing of the Common Stock. The market value per share , Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock payment (to become effect as soon as reasonably possible after the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average closing of the Common Stock for Put Option. Notwithstanding anything contained herein or any other agreement to the 30 trading days (or such longer trading period as contrary, Strategic REIT shall not be required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if issue or deliver any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including to any fraction of a share) determined in accordance with this Section 10 on Put Holder if prohibited by, or unless and until all approvals required by, the Put Right Exercise Date, concurrently with the conversion rules of the shares specified NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the Put Right Conversion; providedUnited States on which the Common Stock is then traded or quoted, howeverhave been obtained, that including, without limitation, the Non-exercising Holder shall, if necessary, be permitted, in connection with approval of the exercise by another Holder New York Stock Exchange of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation supplemental listing application with respect to the Put Rightlisting of the Common Stock. (cf) At Upon the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules date of the Put Right Common Stock Market Value Notice all obligations, if any, of Monroe and any Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to accrue, but liabilities and obligations accruing prior to the date of the Put Notice shall remain outstanding and not be effected by delivery of the Notice or closing of the Put Option. Upon the Put Effective Date, (x) the Services Agreement shall terminate, and (y) Monroe shall cease to be used a member of this Company and shall have no further obligations hereunder (but shall continue to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablehave its rights under this Section 9.06).

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules If the Plan Effective Date occurs at any time between (i) the earlier of the Related Purchase Agreement’s Target Closing Date (as described below, each holder of Series E Preferred Stock will have defined in the right Related Purchase Agreement) and the Related PSA Closing and (a ii) 60 days following the Related PSA Closing (the “Put RightPeriod”), exercised by notice delivered by such holder the Alamo Parties may require HighPeak LLC to agree to purchase the ABC-1 Assets, pursuant to the Corporation on or after March 16Purchase Agreement and subject to the conditions of this Section 3. (b) If the Alamo Parties desire to exercise their rights under Section 3(a), 2021 the Alamo Parties shall give HighPeak LLC written notice of their election to cause to be sold to HighPeak LLC the ABC-1 Assets (a the “Put Right Notice”), which Put Notice shall be delivered prior to require the Corporation to redeem allend of the Put Period, and shall set forth the Signing Date at least five (5), but not less no more than allfifteen (15), of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days Business Days after the delivery of the Put Right Notice; provided that, the Signing Date shall be prior to the end of the Call Period. (c) If the Alamo Parties deliver a Put Notice, HighPeak LLC and the Put Right Notice Alamo Parties shall be effective enter into the Purchase Agreement on the 30th calendar day (or if Signing Date and take such day is not a Business Day, other actions as may be required to be taken per the next Business Day) following terms thereof concurrently with the execution and delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at Purchase Agreement on the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)Signing Date. (bd) Upon receipt of a Put Right Notice, Notwithstanding the Corporation shall promptly notify all other holders of Series E Preferred Stockforegoing or anything herein to the contrary, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined Alamo Parties exercise their put right in accordance with this Section 10 3, and HighPeak LLC does not enter in to the Purchase Agreement on the Signing Date (a “Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put RightDefault”), the Alamo Parties may cause to be sold the ABC-1 Assets to one or more third parties without restriction hereunder. The consideration delivered by Upon any such sale, HighPeak LLC’s obligations to the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation Alamo Parties under this Section 3 with respect to the Put Right. ABC-1 Assets shall terminate and be of no further force and effect unless (cx) At the first annual meeting assignee thereof agrees in writing to be bound by the terms and conditions of shareholders following the issuance this Agreement in place of the Series E Preferred StockAlamo Parties and (y) the Alamo Parties, on behalf of each Alamo Party, and not, for the Corporation shall seek avoidance of doubt, such transferee and assignee (and use best efforts without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type the Alamo Parties may have for matters related to obtain) shareholder approval pursuant its rights hereunder for periods prior to applicable Nasdaq Marketplace Rules of such sale, in which case HighPeak LLC’s obligations to the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right Alamo Parties under this Section 3 shall not be exercisableso terminate and shall remain in full force and effect.

Put Right. Landlord shall have the option to sell the Property to Tenant or an affiliate on July 15, 2029 (a“Put Closing Date”) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right terms set forth in this Section 14.2 (a the “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “. Landlord may exercise its Put Right Notice”)by providing written notice to Tenant no later than January 17, 2029. Failure to require the Corporation to redeem all, but not less than all, of timely exercise such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver deemed a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve Landlord exercises the Put Right Common Stock Market ValueRight, Tenant shall close on the Corporation will successively seek similar approval acquisition of the Property no later than the Put Closing Date and shall pay to Landlord (i) a purchase price equal to $26,571,578 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the transaction, including without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and T▇▇▇▇▇’s payment of the Closing Costs, Landlord shall deliver to Tenant (i) a special warranty deed conveying all of Landlord’s right, title and interest in the Property, (ii) a quitclaim bill of sale conveying any of Landlord’s right, title and interest in the personal property located on the Property, including but not limited to, Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) a release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be conveyed by Landlord “as is, where is” without any representation or warranty. Failure of Tenant to comply with the terms of this Section 14.2 shall be a Default under the Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the next annual meetings Default Rate and Landlord shall have all rights and remedies available under Article 11 of shareholders until February 28, 2022this Lease. If shareholder approval is not obtained, This Lease shall be contingent upon the Put Right shall not be exercisableexecution of a Guaranty of Tenant’s put obligation by the principal owners of the Tenant.

Put Right. In the event that the (ai) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowCompany shall have timely filed the Registration Statement in accordance with Section 2 hereof, each holder of Series E Preferred Stock will (ii) Registration Statement is declared effective on or before the Effectiveness Date, (iii) the Company is otherwise in compliance with the covenants contained in the Securities Purchase Agreement and the Registration Rights Agreement on the Effectiveness Date and (iv) the representations and warranties set forth on Schedule II hereto are true and correct on the Effectiveness Date, the Company shall have the right (a “the "Put Right”"), exercised by notice delivered by such holder to but not the Corporation on or obligation, for a period of thirty (30) days after March 16, 2021 (a “Put Right Notice”)the Effectiveness Date, to require Triton to purchase the Corporation Second Supplemental Securities for an aggregate purchase price (the "Put Purchase Price") equal to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of Two Hundred Thousand Dollars ($200,000). In the Liquidation Preference plus accrued and unpaid dividends on a date specified in event the Company elects to exercise the Put Right Notice Right, the Company shall send a written notice (a “the "Put Right Exercise Date”Notice"); provided, howeverwithin such thirty-day period, to Triton stating that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered Company has elected to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of exercise the Put Right NoticeRight, certifying that the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be conditions set forth above in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing clauses (i) through (iv) of this Section 3 have been satisfied and specifying the sum of date (athe "Put Closing Date") 130% on which the closing for the purchase and sale of the aggregate Liquidation Preference of Second Supplemental Securities shall occur, which date shall not be earlier than the shares of Series E Preferred Stock to be redeemed and thirtieth (b30th) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through day after the redemption by Effectiveness Date or later than the sixtieth (ii60) day after the market value of the Common StockEffectiveness Date. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding On the Put Right NoticeClosing Date, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) Triton shall, subject to its receipt of the Articles prior documents contemplated by clauses (ii)(A) through (ii)(D) below of this Section 3, pay the Put Purchase Price by wire transfer of immediately available funds denominated in United States Dollars to the Put Right Exercise Date Company's account set forth on Schedule I attached hereto and (ii) the Board has received Company shall deliver to Triton (A) a certificate for the opinion Second Supplemental Shares registered in the name of counsel specified Triton, which shares shall have been duly authorized and validly issued, and shall be fully paid and non-assessable and free of preemptive rights, (B) the Second Supplemental Warrant, which shall have been duly authorized and validly issued, and shall be fully paid and non-assessable, (C) an executed registration rights agreement, which shall have been duly authorized and afford Triton registration rights with respect to the Second Supplemental Securities similar to those contained in Article IX(A)(7the Registration Rights Agreement and (D) a certificate executed by an executive officer of the Articles prior to Company stating that the representations and warranties set forth on Schedule II hereto are true and correct on the Put Right Exercise Date Closing Date. The Second Supplemental Warrant shall provide for (which x) the Corporation shall use commercially reasonable efforts purchase of up to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted Twenty Thousand (along with the aggregate accrued or accumulated and unpaid dividends thereon20,000) into an aggregate number of shares of Common Stock at an exercise price equal to one hundred and ten percent (including any fraction 110%) of a share) determined in accordance with this Section 10 the closing bid price for the Common Stock on the Put Right Exercise Closing Date, concurrently with (y) an expiration date occurring on the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it fifth (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a5th) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules anniversary of the Put Right Common Stock Market Value Closing Date and (z) otherwise contain terms and conditions identical to be used to determine those contained in the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableWarrant.

Put Right. (a) Subject If the indirect transfer of Equity Interests of Beijing BaiduPay Science and Technology Co., Ltd. (北京百付宝科技有限公司) and/or Chongqing Baidu Mini Lending Co., Ltd. (重庆百度小额贷款有限公司) to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe Company has not been completed in accordance with the Restructuring Plan by the Restructuring Longstop Date, at any time thereafter, following the written request of the Majority Series A Preferred Shareholders, each holder of Series E A Preferred Stock will Shares shall have the right (a “Put Right”)right, exercised by notice delivered but not the obligation, to sell to Baidu all of the Series A Preferred Shares held by such holder by written notice to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued Company and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment Baidu (the “Put Right Common Stock Market ValueNotice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt If any holder of Series A Preferred Shares delivers a Put Right NoticeNotice (the “Put Investor”), Baidu and Baidu HK hereby, jointly and severally, undertakes to pay to the Corporation shall promptly notify all other holders Put Investor, in respect of each Series E A Preferred Stock, if any Share to be sold in the Put Notice (each, a “Non-exercising HolderPut Share”), that an amount in cash (the “Put Price”) equal to: IP x (1.10) N + D WHERE IP = the per share Investor Subscription Price (as adjusted for any share split, share dividend, subdivision, combination, reclassification or other similar event) N = a fraction the numerator of which is the number of calendar days between the Closing Date and the date of actual payment of the Put Right Notice has been delivered and provide each Non-exercising Holder with a copy Price in respect of such Put Right Notice. The Board shall deliver a waiver Share and the denominator of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of is 365 D = any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and but unpaid dividends thereon) into an aggregate number of shares of Common Stock on such Put Share (including as adjusted for any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Dateshare split, concurrently with the conversion of the shares specified in the Put Right Conversion; providedshare dividend, howeversubdivision, that the Non-exercising Holder shallcombination, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above reclassification or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”other similar event). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At Baidu and/or Baidu HK shall pay the first annual meeting aggregate Put Price to the Put Investor in US$ by wire transfer of shareholders following immediately available funds, and the issuance Put Investor shall transfer its Put Shares to Baidu, on a date to be determined at the discretion of Baidu, but in any event no later than 45 days after the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules date of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableNotice.

Put Right. Within two (2) years from the date of the Closing under the Series A Share Purchase Agreement, the Key Shareholders shall have the right to sell to the Preferred Shareholder the entire Shares held by such Key Shareholders pursuant to and in compliance with the terms hereof (“Put Option”). Such sale shall be made on the following terms and conditions: (a) Subject A Key Shareholder may exercise the Put Option only if all the Shares held by such Key Shareholder will be sold to obtaining shareholder approval the Preferred Shareholder, and a Key Shareholder is not allowed to only sell part of its/his Shares in exercising the Put Option; (b) Put Option enjoyed by Key Shareholders are not transferable, and no purchaser or assignee of the Shares has the right to exercise the Put Option; (c) The price per share at which the Shares are to be sold to the Preferred Shareholder shall be equal to eight point sixty five (8.65) times of the Net Operating Income (as defined in Section 14.02) per Share in the complete fiscal year preceding to the notice as mentioned in sub-paragraph (ii) hereafter as reflected in the consolidated financial statements of the Company audited by a Big-4 accounting firm. Any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to Nasdaq Marketplace Rules the exercise or the attempted exercise of such Put Option under this Agreement shall be deducted from the price payable by the Preferred Shareholder to such Key Shareholder. (d) A Key Shareholder is only entitled to exercise Put Option once a year, subject to each sale of a minimum of 500,000 shares, within the two years of the Closing, and shall deliver a written notice (as described specified in the subsection (c) below) within 10 days from the first and second anniversaries respectively for the purpose of exercising the Put Option; (e) The Company shall have Net Operating Income for the first year of the Closing for exercising the first-year Put Option by a Key Shareholder, each holder and shall have a higher amount of Series E Preferred Stock will have Net Operating Income for the second year than for the first year for exercising the second-year Put Option by the Key Shareholder; (f) A Key Shareholder shall, if exercising the right created hereby, deliver to the Preferred Shareholder a written notice of selling all the Shares it/he holds in the Company to the Preferred Shareholder (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Option Notice”), . (g) The Preferred Shareholder shall purchase the Shares specified to require be sold under the Corporation to redeem all, but not less than all, Put Option Notice. The payment of such holder’s then outstanding Series E the purchase price can be made in cash or shares issued by the Preferred Stock at a value per share of at 130Shareholder (“Consideration Shares”); (h) At least 50% of the Liquidation Preference plus accrued and unpaid dividends on a date specified purchase price for the Shares shall be paid in the Put Right Notice (a “Put Right Exercise Date”)cash up to USD 4,800,000 in aggregate for total annual exercise; provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after (i) if the date on which a Put Right Notice is delivered to Investor and exercising Key Shareholders mutually desire, the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery cash portion of the Put Right Noticepurchase price can be lower than 50%; or (ii) at the choice of the Preferred Shareholder, the Put Right Notice shall total annual cash payment can be effective on the 30th calendar day higher than USD4,800,000. The Preferred Shareholder shall, within forty-five (or if such day is not a Business Day, the next Business Day45) following the delivery days upon receipt of the Put Right Notice. Any redemption pursuant notice described above from the Key Shareholder(s) exercising the right created hereby, elect to a Put Right shall be pay the purchase price in cash or Common Stock at the election Consideration Shares, after deducting the amount of reimbursable fees and expenses, as specified above. The price of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued Consideration Shares shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference average weighted trading price of the shares of Series E the Preferred Stock to be redeemed and Shareholder in the past thirty (b30) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules date of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableOption Notice].

Put Right. (a) Subject If prior to obtaining shareholder approval pursuant the earlier of the date which is 42 months after the Closing Date or the Positive EPS Date QUALCOMM shall enter into an agreement to Nasdaq Marketplace Rules as described beloweffect, each holder in one or in a series of Series E Preferred Stock will related transactions with a Third Party or such Third Party's Affiliates, a sale, transfer or other disposition of more than 50% of the then outstanding Ordinary Shares, VeloCom shall have the right (a “"Put Right”)") to elect to sell to QUALCOMM, exercised by notice delivered by such holder and QUALCOMM shall be required to the Corporation on or after March 16purchase from VeloCom for cash, 2021 all (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, ) of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered VeloCom's Ordinary Shares. Notwithstanding anything herein to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Noticecontrary, the Put Right Notice may not be exercised until after the earlier of the date which is 42 months after the Closing Date or the Positive EPS Date and shall be effective on the 30th calendar day (or if expire 6 months after such day is not a Business Day, the next Business Day) following the delivery date. The purchase price of VeloCom's Ordinary Shares purchased by QUALCOMM pursuant to the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (ax) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted per Ordinary Share sold by QUALCOMM in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior transaction giving effect to the Put Right Exercise Date if and (iy) such Non-exercising Holder provides the Board Current Market Price at the representations and undertakings specified time the Put Right is exercised. If in Article IX(A)(7) of the Articles prior transaction giving rise to the Put Right Exercise Date and (ii) QUALCOMM intends to sell any QUALCOMM Commitment Shares along with the Board has received the opinion of counsel specified in Article IX(A)(7) corresponding portion of the Articles prior QUALCOMM Commitment (as permitted under Section 3.4(a)) and the per share sale price applicable to such transaction does not take into account the value of the QUALCOMM Commitment being so assumed, then the per share price applicable to the Put Right Exercise Date (which shall be increased to include such value. On the Corporation date of the closing of the transaction giving rise to the Put Right, QUALCOMM shall use commercially reasonable efforts confirm in writing to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on VeloCom its obligations arising from the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, form reasonably satisfactory to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”)VeloCom. The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with exercised by delivery to QUALCOMM of a written notice (the pricing mechanism specified in paragraph (a"Put Notice") and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance such exercise. The closing of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval purchase of VeloCom's Ordinary Shares pursuant to applicable Nasdaq Marketplace Rules this Section 6.7 shall take place at the principal offices of the Company (or such other place as QUALCOMM and VeloCom may agree) no later than sixty (60) days following receipt by QUALCOMM of the Put Right Common Stock Market Value Notice. At the closing of the purchase of VeloCom's Ordinary Shares pursuant to this Section 6.7, VeloCom shall assign and transfer to QUALCOMM good and valid title to VeloCom's Ordinary Shares to be used sold and transferred, free and clear of all Liens, and QUALCOMM shall pay to determine VeloCom the number of shares of Common Stock issued upon exercise purchase price for such Ordinary Shares in cash by delivery of a Put Right. In the event shareholder fail certified check or bank check or by wire transfer of immediately available funds to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is such account as VeloCom shall direct by written notice delivered to QUALCOMM not obtained, the Put Right shall not be exercisablelater than two (2) Business Days prior to such closing.

Put Right. At any time after the Company terminates Executive's --------- employment other than for Cause and at any time after Executive terminates his employment for Good Reason, Executive may require the Company to repurchase any Options held by Executive which are not subject to forfeiture, as provided for in the Option Agreement, and any Shares previously issued to Executive upon exercise of any Options, upon five (a5) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have days written notice (the right (a “"Put Right”), exercised by notice delivered by such holder Notice") to the Corporation on or after March 16, 2021 (a “Put Right Notice”), Company of Executive's election to require the Corporation Company to redeem all, but not less than all, of effect such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stockrepurchase. The market value per share of the Common Stock payment purchase price (the “Put Right Common Stock Market Value”"Purchase Price") for each such Option and each such Share shall be the greater of (x) the average of the closing prices of a board lot of Shares traded on the Company's principal listed exchange for the thirty (30) trading days immediately preceding the purchase date or (y) the closing price of Shares on such exchange on the date of the Put Notice. The payment of the Purchase Price shall be effected as follows: (i) If the Company has Available Cash, as defined below, in excess of the amount of the Purchase Price, the Company shall pay the entire Purchase Price in cash; (ii) If the Company has Available Cash in an amount which is less than the amount of the Purchase Price, then, if Executive is legally able publicly to sell such Options or Shares, the Company shall cooperate with Executive in effecting such sale and pay to Executive the difference between (a) the weighted market sale price average of the Common Stock closing prices of a board lot of Shares traded on the Company's principal listed exchange for the 30 thirty (30) trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) immediately preceding the Put Right Notice, date of sale and (b) if the shareholder described price at which Executive was able to effect such sale. The payment by the Company of such difference shall be made in Section 10(b) is obtainedcash, $0.75 (appropriately adjusted to the extent of Available Cash, plus the balance in the same manner as the Conversion Price pursuant to Section 9). form of either, at Executive's election, (bx) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder Promissory Note with a copy term of thirty (30) months bearing interest at the Prime Rate, as defined below, plus 300 basis points, and otherwise in form and substance satisfactory to Executive or (y) additional Shares or (z) any combination of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations Promissory Note and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightadditional Shares. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. FS Affiliate shall have the following Put Right: (ai) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will FS Affiliate shall have the right to cause Borrower to repurchase all (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, ) of such holder’s then outstanding Series E Preferred Stock the Shares (the "PUT RIGHT") at a value per share of at 130% of price equal to $60,000.00 (the Liquidation Preference plus accrued "REPURCHASE PRICE"); PROVIDED, HOWEVER, that (1) no Put Closing (as hereinafter defined) shall occur prior to December 31, 1999 (the "EXERCISE DATE"), and unpaid dividends on a date specified in (2) the Put Right Notice (a “Put Right shall expire if, at any time from April 14, 1999 until the Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value closing price per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the is greater of (a) the weighted market sale price average of the Common Stock than or equal to $8.00 per share for the 30 15 consecutive trading days (as quoted by NASDAQ or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)a similar service. (bii) Upon receipt of a If FS Affiliate desires to exercise the Put Right NoticeRight, FS Affiliate shall provide notice in writing (the Corporation shall promptly notify all other holders of Series E Preferred Stock"PUT NOTICE") by first class mail, if any (eachpostage prepaid, a “Non-exercising Holder”)to Borrower, that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles on or prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with exercised, if at all, on or before the pricing mechanism specified in paragraph Exercise Date. (aiii) If Borrower receives a Put Notice pursuant to CLAUSE (C)(II) above, it shall deliver to FS Affiliate, by first class mail, postage prepaid, mailed as soon as practicable and if possible within ten (10) days of the receipt by Borrower of the Put Notice, a notice stating: (A) the date as of which such repurchase shall occur (which date (the "PUT CLOSING") shall not be more than ten (10) days following the Exercise Date); and (B) the place where the certificate or certificates representing the Shares are to be surrendered for payment. (iv) At the Put Closing, FS Affiliate shall deliver to Borrower the certificate or certificates representing the Shares and Borrower shall deliver to FS Affiliate an amount equal to the "Repurchase Price" by wire transfer of immediately available funds to an account designated by FS Affiliate. (v) Borrower shall not (and shall be paid with the same type and proportion not permit any Affiliate of consideration elected Borrower to) enter into any contract or other consensual arrangement that by the Corporation with respect its terms restricts Borrower's ability to honor the Put Right. (cvi) At No Person other than FS Affiliate (for the first annual meeting benefit of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (Agent and use best efforts Lenders) is intended to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules be a beneficiary of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve FS Affiliate may not assign the Put Right Common Stock Market Value, without the Corporation will successively seek similar approval at the next annual meetings written consent of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableBorrower.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe terms of this Section 6.2, each holder of Series E Preferred Stock will Seller shall have the right (a “Put Right”)to sell to Buyer and Buyer shall be obligated to purchase from Seller, exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, all but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Buyer Common Stock received by Seller pursuant to be redeemed and this Agreement (b) including any accrued and unpaid dividends additional shares of Buyer Common Stock received by Seller with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Buyer Common Stock payment (as a result of any Organic Change) that Seller then owns at the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required time he elects to have at least 5 trading days on which trades occurred) preceding exercise the Put Right Notice(the "Put Shares") which are then eligible to be "put" under Section 6.2(b) at the put exercise price of $33.04 (the "Exercise Price") per share (the "Put Right"); PROVIDED, and (b) if HOWEVER, that the shareholder described in Section 10(b) is obtainedExercise Price shall be equitably adjusted up or down, $0.75 (appropriately adjusted as applicable, in the same manner as the Conversion Price pursuant to Section 9)event of any Organic Change. (b) Upon receipt Subject to the following sentence of a this paragraph, the Put Right Notice, becomes exercisable in equal one-third (1/3) increments annually beginning on the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver first anniversary of the Ownership Limit to a NonClosing Date (so that two-exercising Holder pursuant to Article IX(A)(7thirds (2/3) of the Articles Put Shares can be "put" commencing after the second anniversary of the Closing Date and one hundred percent (100%) commencing after the third anniversary of the Closing Date) and terminates upon the fourth anniversary of the Closing Date. Notwithstanding the foregoing, the Put Right shall become exercisable in full upon consummation of a transaction pursuant to which there is a Change in Control of Buyer in which Seller was not offered the opportunity to sell all of the Put Shares in such transaction. The Put Right is exercisable by giving an irrevocable written notice (the "Put Notice") of exercise to Buyer, subject to the applicable vesting period, prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) termination of the Articles prior Put Right. The total consideration to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) be paid Seller upon exercise of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with by multiplying (x) the pricing mechanism specified in paragraph Exercise Price by (ay) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve representing the Put Right Common Stock Market Value, Shares subject to the Corporation will successively seek similar approval at Put Notice (the next annual meetings of shareholders until February 28, 2022"Total Put Price"). If shareholder approval is not obtained, the Put Right shall not be exercisable.Notice is given during the applicable exercise period as provided above and Buyer is precluded by Law or

Put Right. (a) Subject If a Registration Statement is not declared effective with respect to obtaining shareholder approval pursuant all of the Registrable Securities included in the Registration Rights Notice by the expiration of the Registration Period for any reason (including due to Nasdaq Marketplace Rules as described belowthe failure to file the Registration Statement with the Securities and Exchange Commission), each holder of Series E Preferred Stock will participating Holder (as defined in the Registration Rights Agreement) shall have the irrevocable right (a the “Put Right”), exercised exercisable by written notice delivered by such holder (the “Put Notice”) to the Corporation on or after March 16, 2021 Exchangor (a “Put Right Notice”except as otherwise provided in the last sentence of this Section 6.1.2(a)), to require the Corporation Exchangor to redeem allpromptly purchase all or, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified if designated in the Put Right Notice, a specified portion of the Registrable Securities included in the Registration Rights Notice (a “Put Right Exercise Date”); providedwhich includes, however, in the event that a Put Right Exercise Date may not be Registration Statement is declared effective with respect to less than 30 calendar days after all of the date on which Registrable Securities included in the Registration Rights Notice, the portion of such Registrable Securities not covered by the Registration Statement) from such Holder or Holders at a Put Right Notice is delivered price per share equal to the Corporation. If a Put Right Exercise Weighted Average Price of such Registrable Securities as of the Exchange Closing Date is not specifiedpursuant to which such Holder or Holders received such Registrable Securities; provided that, on or is less than 30 calendar days after prior to such date, the delivery applicable Holder or Holders shall have given notice to the Exchangor of such Holder’s or Holders’ intention to exercise its registration rights with respect to such Registrable Securities, and provided further that the Put Right Noticemay only be exercised once by each Holder with respect to any proposed Registration Statement. Notwithstanding anything to the contrary in this Agreement, if the Holder(s) have for any reason failed to deliver a Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant with respect to a Put Right within 10 Business Days after the applicable Registration Rights Period, such Put Right shall be in cash or Common Stock at deemed exercised by the election Holder(s) with respect to all of the Corporation. If Registrable Securities to which such Put Right applies, and Exchangor shall promptly purchase all such Registrable Securities in accordance with this Section 6.1.2(a). (b) Payments made by the Exchangor in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated made in accordance with immediately available funds in U.S. Dollars to an account designated by the pricing mechanism specified applicable Holder in paragraph (a) writing to Exchangor and shall be paid with made without any deduction, withholding or set-off, provided that, if the same type applicable Holder so designates a non-U.S. account, then such Holder shall be solely responsible for (x) all Taxes and proportion banking fees and charges of consideration elected by the Corporation with respect Exchangor in connection therewith to the Put Right. extent such Taxes or banking fees and charges would not have been imposed on Exchangor if a U.S. bank account had been designated and (cy) At in the first annual meeting case of shareholders following the issuance any Taxes, banking fees and charges that would have been imposed on Exchangor if a U.S. bank account had been designated, any increase thereof as a result of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise designation of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablenon-U.S. account.

Put Right. (ai) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules If, as described below, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar is 90 days after the date on which the Stockholder delivers a Third Party Transfer Election pursuant to Section 2.1(c) (such date, the “Put Right Notice is delivered Trigger Date”), (A) Purchaser has not consummated a Purchaser IPO and (B) the Stockholder or any Permitted Transferee continue to hold Purchaser Common Shares, then the Stockholder shall have the right (on behalf of itself and the Permitted Transferees) to deliver, on one occasion in respect of the Put Trigger Date, a written notice to Purchaser on or prior to the Corporation. If a Put Right Exercise Date date that is not specified, or is less than 30 calendar days after the Put Trigger Date, electing to require Purchaser to purchase all of the Purchaser Common Shares then held by the Stockholder or any Permitted Transferee within 90 days of delivery of the Put Right Noticewritten notice to Purchaser of such election (such date, the “Put Right Notice shall be effective on Closing Date”), at a price per Purchaser Common Share equal to the 30th calendar day Purchaser Common Share Value (or if such day is not a Business Daythis amount, the next Business Day) following the delivery of the “Put Right NoticeAmount”). Any redemption pursuant The Stockholder and each Permitted Transferee, as applicable, shall execute and deliver to a Put Right shall be in cash or Common Stock at the election of the Corporation. If Purchaser customary share transfer documentation reasonably requested by Purchaser in connection with any Transfer of Purchaser Common Shares contemplated by this Section 2.2(c) and, without limiting the exercise of a Put Right foregoing, the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued Stockholder and each such Permitted Transferee shall be determined by dividing (i) required to make Fundamental Representations to the sum of (a) 130% of Purchaser in the aggregate Liquidation Preference of the shares of Series E Preferred Stock definitive share transfer documentation related to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by Transfer. (ii) Notwithstanding anything herein to the market value of contrary, if, following the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, Closing and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Closing Date, there has been a material and sustained disruption of, or material and sustained adverse change in, conditions in the financial, banking or capital markets that, in Purchaser’s reasonable judgment, would materially impair Purchaser’s ability to obtain the financing necessary to pay the Put Amount to the Stockholder or any Permitted Transferee, as applicable, on commercially reasonable terms, then Purchaser may, upon delivery of written notice to the Stockholder and such Permitted Transferees, extend the Put Closing Date if until such time at which such financing becomes available on commercially reasonable terms (ithis time period, the “Put Closing Extension Period”). Purchaser shall use reasonable best efforts to obtain this financing at the earliest reasonable opportunity. During the Put Closing Extension Period, interest on the Put Amount will accrue at a rate of four percent (4.0%) per annum; provided that under no circumstances will such Noninterest rate be less than the short-exercising Holder provides the Board the representations and undertakings specified term Applicable Federal Rate, as defined in Article IX(A)(7Section 1274(d) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it Internal Revenue Code (the “Secondary Put RightAFR”). The consideration delivered by , and Purchaser and the Corporation in connection with the exercise of a Secondary Put Right Stockholder shall be calculated in accordance with the pricing mechanism specified in paragraph periodically review this interest rate (aand no less than annually) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to until the Put RightAmount is fully paid to ensure this interest rate continues to exceed the AFR. Purchaser’s internal records of applicable interest rates will be determinative in the absence of manifest error. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. Following the Put Date (aas defined below) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will the Optionee shall have the right (a “the "Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ") to require the Corporation Company to redeem all, but purchase from the Optionee or any Permitted Transferee (as defined pursuant to the Stockholders' Agreement) of any Option Stock (i) the Option (whether or not less than all, any portion thereof is vested) and any Option Stock held by such Optionee or Permitted Transferee at an aggregate purchase price equal to the Option Call Price and (ii) all Option Stock then held by such Optionee or his Permitted Transferees at an aggregate purchase price equal to the Fair Market Value of such holder’s then outstanding Series E Preferred shares of Option Stock at a value per share of at 130% of on the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice hereunder is exercised. For the purposes hereof the "Put Date" shall mean the first to occur of (i) the one year anniversary of the last day that Redemption Securities can be redeemed pursuant to Section 6(c) of the Certificate of Designations and (ii) the date upon which both (A) no shares of Convertible Participating Preferred Stock remain outstanding and Vestar ceases to own any Redemption Securities of the Company and (B) either (I) the Optionee's employment is terminated (other than by the Company for Cause or by the Optionee for Good Reason) or (II) the sixtieth day prior to the Expiration Date. The Optionee shall have a “period from the Put Right Exercise Date”Date until the first to occur of (i) the Expiration Date and (ii) the date upon which such Option ceases to be exercisable in accordance with Section 3D hereof in which to give notice in writing to the Company of his election to exercise the rights pursuant to this Section 3C (the "Put Notice"); provided, however, that a in no event shall the Optionee be permitted to exercise the Put Right Exercise granted hereby at any time during the period beginning on or after the 6th anniversary of the Original Issuance Date may not be less than 30 calendar and ending on the 90th day following the 7th anniversary of the Original Issuance Date. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company within the later of (A) the tenth business day after the giving of the Put Notice or (B) ten (10) business days after the date on which a Put Right Notice is delivered receipt of all necessary regulatory approvals (including but not limited to the Corporationexpiration or termination of the waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable). If a Put Right Exercise Date is not specifiedThe price payable as described herein shall be paid by delivery to the Optionee or his Permitted Transferees against delivery of certificates or other instruments representing this Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The price payable as described herein shall be paid by delivery to the Optionee or his Permitted Transferees against delivery of certificates or other instruments representing the Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The purchase price may be paid in cash, or if (A) the Company is less prohibited from paying cash under any financing arrangement or applicable law or (B) the Board makes a good faith determination that the payment of cash would create a material adverse effect on the financial condition of the Company, then such purchase price may be paid (i) by note payable in installments of no longer than 30 calendar days after five (5) years, bearing interest at the delivery Company's prime lending rate in effect as of the date of purchase or (ii) by delaying the exercise of the Put Right Notice, until the Put Right Notice shall be effective on the 30th calendar day (financing or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversionlegal restrictions lapse; provided, however, that to the Non-exercising Holder shallextent possible, if necessarythe Company shall pay the Optionee an amount in cash sufficient to cover any income tax liability imposed on the Optionee resulting from the exercise of such Put Right, at such times as are necessary for the Optionee to make required tax payments in a timely fashion. The Company may choose to have a designee purchase any securities elected to be permitted, sold to it hereunder so long as the Company shall bear any reasonable costs and expenses of the Optionee and his Permitted Transferees in connection with the exercise sale to such designee that would not have otherwise been incurred by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation him in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect sale to the Put RightCompany. All references to the Company in this Section 3C shall refer to such designee as the context requires. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described Section 7.04(b) below, each holder if there has not been a Successful Remarketing prior to the last day of Series E Preferred Stock will the Final Remarketing Period or a Triggered Early Remarketing Period, as applicable, Holders of Notes will, subject to this Section 7.04, have the right (a the “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ) to require the Corporation Company to redeem allpurchase such Notes for cash on the Purchase Contract Settlement Date or Triggered Early Settlement Date, but not less than allas applicable, of such holder’s then outstanding Series E Preferred Stock at a value price per share of at 130% Note to be purchased equal to the principal amount of the Liquidation Preference applicable Note, plus accrued and unpaid dividends on a date specified in the Put Right Notice interest thereon (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any including all accrued and unpaid dividends with respect Deferred Interest, if any, and Compounded Interest thereon, but excluding all accrued but unpaid Deferred Interest, if any, and Compounded Interest thereon which is to such shares be paid in cash, or, in the case of Series E Preferred Stock through a Failed Triggered Early Remarketing, cash or Deferral Securities at the redemption by (iiCompany’s election on the Triggered Early Settlement Date) to, but excluding, the market value of the Common Stock. The market value per share of the Common Stock payment Purchase Contract Settlement Date or Triggered Early Settlement Date, as applicable (the “Put Right Common Stock Market ValuePrice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a The Put Right Noticeof Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised, the Corporation shall promptly notify all other holders of Series E Preferred Stockin whole but not in part, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion 5.02 of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) Purchase Contract and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put RightPledge Agreement. (c) At The Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the first annual meeting form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date or the Triggered Early Settlement Date, as applicable. Such Put Right for a Holder of shareholders following a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). On or prior to the issuance of Purchase Contract Settlement Date or the Series E Preferred StockTriggered Early Settlement Date, as applicable, the Corporation Company shall seek (and use best efforts deposit with the Trustee immediately available funds in an amount sufficient to obtain) shareholder approval pursuant pay, on the Purchase Contract Settlement Date or the Triggered Early Settlement Date, as applicable, the aggregate Put Price of all Separate Notes with respect to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of which a Holder has exercised a Put Right. In the event shareholder fail exchange for any Separate Notes surrendered pursuant to so approve the Put Right Common Stock Market ValueRight, the Corporation will successively seek similar approval at Trustee shall then distribute such amount to the next annual meetings Holders of shareholders until February 28, 2022. If shareholder approval is not obtained, such Separate Notes. (d) Notes purchased pursuant to the Put Right shall not be exercisablecancelled by the Trustee.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (a90) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowdays thereafter, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in three (3) equal annual installments commencing on the Closing Date and on each of the next two subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. To the extent Optionee exercised his Options under Article 7 of the Plan based on the termination of his employment, employee shall be entitled to offset payment of any exercise due under the Options against the Corporation's obligations to pay the aggregate Market Price for the redemption. Notwithstanding the Corporation's foregoing obligation to redeem allOptionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not less than allredeemed, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant added to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4. For a period of two years following a Change In Control (bas defined in the Employment Agreement between the Corporation and the Optionee dated August __, 1998 (the "Employment Agreement")) any accrued and unpaid dividends with respect in which the Present Common Stock Owners (as defined in the Employment Agreement) continue to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share own more than 20% of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7comparable Equity Interest) of the Articles prior Corporation or its successor or any transferee of substantially all of its assets, Optionee shall not have the right to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which require the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails purchase pursuant to satisfy the conditions of this Section 4 any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock which were acquired upon the exercise of any Option that vests solely on account of such Change In Control unless Optionee's employment is terminated for any reason other than Optionee's voluntary resignation without Good Reason. If Optionee's employment is terminated during such two year period for a reason other than voluntary resignation without Good Reason, (including any fraction i.e., on account of a shareOptionee's death or disability, or by the Corporation, with or without cause, or by voluntary resignation by the Optionee for Good Reason) determined Optionee shall have the right to require the Corporation to purchase all of his shares of Common Stock in accordance with this Section 10 4. The restrictions on the Optionee's Put Right Exercise Date, concurrently with the conversion of the shares specified as set forth in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise this paragraph shall not apply to any Common Stock acquired by another Holder of its Put Right, Optionee pursuant to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance an Option that, as of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules desired date of exercise of the Put Right Common Stock Market Value would, notwithstanding the Change In Control, nevertheless, have become vested and exercisable under any provision of the Plan or this Agreement or any provision, other than Section VI of Schedule A to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablethis Agreement.

Put Right. (a) Subject For so long as the Pro Rata Percentage of an Investor Shareholder is equal to obtaining shareholder approval pursuant or greater than five percent (5%), if (i) an Adverse Recovery Event occurs, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor 17 (b) If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to Nasdaq Marketplace Rules as described belowHoldco Inc. that a Put Triggering Event has occurred, each holder including a description of Series E Preferred Stock will have the right such Put Triggering Event (a “Put RightTriggering Event Notice”). (c) At any time between forty-five (45) and sixty (60) days after delivery of a Put Triggering Event Notice, exercised by each Put Right Shareholder shall have the right, but not the obligation, to deliver a written notice delivered by such holder to Holdco Inc. and the Corporation on or after March 16, 2021 Company (a “Put Exercise Notice”) of the Put Right NoticeShareholder’s decision to require Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase all of the Shares then held by such Put Right Shareholder and its Affiliates (in each case, the “Put Shares”), in accordance with and subject to require the Corporation to redeem allconditions and limitations set forth in this Section 2.15(c) (such purchase and sale of the Put Shares, but not less than all, the “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Exercise Notice (a the “Put Right Exercise Date”); provided, howeverin which case Holdco Inc. (or, that at Holdco Inc.’s election, its Affiliate or a Third Party) will be required to purchase the Put Shares in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 2.15. (d) Subject to Section 2.15(h), a Put Exercise Notice shall obligate Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase, and each Put Right Exercise Date may not be less than 30 calendar days after the date on which Shareholder who has delivered a Put Right Exercise Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Noticesell, the Put Right Notice shall be effective on Shares for a purchase price equal to the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the fair market value of the Common Stock. The market value per share Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event and assuming closing of the Common Stock payment Put Sale seventy-five (75) days after the Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising HolderPrice”), that a is determined as between Holdco Inc., on the one hand, and, on the other hand, each Put Right Notice has been delivered Shareholder separately from and provide independent of any other Put Right Shareholder, in each Noncase in accordance with the procedures below: (i) Within twenty-exercising Holder five (25) days following the Put Exercise Date, the Company shall appoint a Valuation Arbiter, subject to Holdco Inc.’s and the Put Right Shareholder’s prior written consent (not to be unreasonably withheld), to assist in determining the Put Price, the costs and expenses of which shall be borne by the Company, except as provided in Section 2.15(g). Holdco Inc. and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date, separately submit to the Valuation Arbiter, on a confidential basis and on the basis of assumptions agreed between Holdco Inc. and the Put Right Shareholder that are consistent with a copy the provisions of this Section 2.15, the price which each of Holdco Inc. and such Put Right NoticeShareholder believes should constitute the Put Price. The Board shall deliver a waiver 18 (ii) If the lower of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to two prices submitted by Holdco Inc. and the Put Right Exercise Date if Shareholder to the Valuation Arbiter is no more than ten percent (i10%) such Non-exercising Holder provides lower than the Board greater price, then the representations and undertakings specified in Article IX(A)(7) Put Price shall be the average of the Articles prior to two prices. The Valuation Arbiter shall provide written notice of whether the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically Price can be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) immediately determined in accordance with this Section 10 on 2.15(d)(ii) to the Company, Holdco Inc. and the Put Right Shareholder as promptly as reasonably practicable following its receipt of Holdco Inc.’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall also set forth the price proposed by each of Holdco Inc. and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) If the lower value is more than ten percent (10%) lower than the greater value, then the Valuation Arbiter shall undertake an independent determination of the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the sale and each of whom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between Holdco Inc. and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be the price set forth by Holdco Inc. or the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Company, Holdco Inc. and the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on Holdco Inc. and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), Holdco Inc. shall, within one hundred eighty (180) days of the Put Exercise Date, concurrently give written notice to each Put Right Shareholder that Holdco Inc. has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which such Third Party shall acquire the conversion Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and Holdco Inc. and, if applicable, such Third Party Buyer, shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, Holdco Inc. and the applicable Investor Shareholder shall take all other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the shares specified in nature of the Put Right ConversionSale; providedprovided that such Investor Shareholder shall not be required to provide any representations, howeverwarranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the Non-exercising Holder shallapplicable Investor Shareholder shall designate to Holdco Inc. prior to such closing. (f) The existence of a Put Triggering Event, if necessarya Put Triggering Event Notice, be permitteda Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the exercise Put Shares, Holdco Inc. shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by another Holder the number of days between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to Holdco Inc. and the Company that it is irrevocably withdrawing its Put RightExercise Notice, to put and, if such portion of its shares above as may notice is so delivered, such Investor Shareholder shall no longer be required to enable sell, and Holdco Inc. shall no longer be obligated to purchase, or arrange for the Corporation purchase of, the Put Shares or pay any Daily Ticking Fee to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation such Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be responsible for the exercise payment of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance one-half of the Series E Preferred Stock, costs and expenses of the Corporation shall seek (and use best efforts Valuation Arbiter related to obtain) shareholder approval any Put Exercise Notice that is withdrawn by such Investor Shareholder pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablethis Section 2.15(h).

Put Right. (a) Subject On any date (a "Put Date") prior to obtaining shareholder approval pursuant two years from the date hereof (i) on which the Resale Registration Statement is not effective under the Securities Act or (ii) during a period after the Investor has received a No-Sell Notice and prior to Nasdaq Marketplace Rules as described belowthe Investor receiving a subsequent Sell Notice, each holder of Series E Preferred Stock will the Investor shall have the right and option (a “the "Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ") to require the Corporation Company to redeem purchase from the Investor all, but not less than all, of such holder’s the Shares and Underlying Shares then outstanding Series E Preferred Stock at held by the Investor for a value per share of at 130% of purchase price (the Liquidation Preference plus accrued and unpaid dividends on a date specified in the "Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered Price") equal to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery product of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum number of (a) 130% of Shares and Underlying Shares owned by the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed Investor and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value Current Market Price (as hereinafter defined) on such Put Date per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)Stock. (b) Upon The Investor shall exercise the Put Right by giving notice (a "Put Notice") on any Put Date. Each Put Notice shall be accompanied by the certificates for the Shares and Underlying Shares owned by the Investor, properly endorsed or accompanied by stock powers properly endorsed for transfer. Within five days after receipt of a Put Right NoticeNotice and such stock certificates in proper form, the Corporation Company shall promptly notify all other holders pay the Put Price by delivering to the Investor, at the option of Series E Preferred Stockthe Company, if any (eachi) a certified or bank check or wire transfer in accordance with instructions received from the Investor ("Cash") in the amount of the Put Price, a “Non-exercising Holder”(ii) shares of Millennium Cell Inc. (which shares do not have the status of "restricted securities" under the Securities Act), that a Put Right Notice has been delivered and provide each Non-exercising Holder properly endorsed or accompanied by stock powers properly endorsed for transfer ("Millennium Cell Shares"), with a copy Current Market Price on the day of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior delivery equal to the Put Right Exercise Date if Price, or (iiii) a combination of Cash and Millennium Cell Shares, such Non-exercising Holder provides that the Board the representations and undertakings specified in Article IX(A)(7) sum of the Articles prior to amount of Cash delivered and the Current Market Price on the day of delivery of the Millennium Cell Shares delivered equals the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) Price. Upon payment of the Articles prior Put Price, the Shares and Underlying Shares so repurchased by the Company shall no longer be deemed to be outstanding, all rights of the Put Right Exercise Date (which the Corporation Investor as a holder of such shares shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to itcease, and fails to provide the Company shall thereupon cancel the certificates representing such representations Shares and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put RightUnderlying Shares. (c) At The Current Market Price of a security on any date shall be the first annual meeting closing price of shareholders following such security on such date. The closing price of a security on any date shall be the issuance last reported sales price regular way or, in case no such reported sale takes place on such day, the closing bid price regular way, in either case on the principal national securities exchange (including, for purposes hereof, the Nasdaq National Market) on which such security is listed or admitted to trading or, if such security is not listed or admitted to trading on any national securities exchange, the highest reported bid price for such security as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or by a similar organization if Nasdaq is no longer reporting such information, in each case as of the Series E Preferred Stock4:00 P.M. (New York time) "benchmark" close of trading on such date. If on any such date the security is not listed or admitted to trading on any United States national securities exchange and is not quoted by Nasdaq or any similar organization, the Corporation fair value of such security on such date, as determined reasonably and in good faith by the Board, shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisableused.

Put Right. (a) Subject For so long as the Pro Rata Percentage of an Investor Shareholder is equal to obtaining shareholder approval or greater than five percent (5%), if (i) an Adverse Recovery Event occurs with respect to such Investor Shareholder, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor Shareholder votes against such Major Decision, (iii) such Investor Shareholder has the right to require DPL to purchase all of the Shares held by such Investor Shareholder pursuant to Nasdaq Marketplace Rules as described belowthe terms of Section 10.4(c)(vi) of the Purchase Agreement or (iv) such Investor Shareholder or any of its Affiliates exercises a put right with respect to any other equity interest in the Company or Newco Beneficially Owned by such Investor Shareholder or any of its Affiliates, then, in each holder case, such Investor Shareholder shall be a “Put Right Shareholder” and the occurrence of Series E Preferred Stock will have such Adverse Recovery Event, the approval of such Major Decision, the event giving rise to such right under Section 10.4(c)(vi) of the Purchase Agreement or the exercise of such put right shall constitute a “Put Triggering Event.” (b) If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to DPL that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put RightTriggering Event Notice”). (c) At any time between forty-five (45) and sixty (60) days after delivery of a Put Triggering Event Notice, exercised by each Put Right Shareholder shall have the right, but not the obligation, to deliver a written notice delivered by such holder to DPL and the Corporation on or after March 16, 2021 Company (a “Put Exercise Notice”) of the Put Right NoticeShareholder’s decision to require DPL (or, at DPL’s election, its Affiliate or a Third Party) to purchase all of the Shares then held by such Put Right Shareholder and its Affiliates (in each case, the “Put Shares”), in accordance with and subject to require the Corporation to redeem allconditions and limitations set forth in this Section 2.15(c) (such purchase and sale of the Put Shares, but not less than all, the “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Exercise Notice (a the “Put Right Exercise Date”); provided, howeverin which case DPL (or, that at DPL’s election, its Affiliate or a Third Party) will be required to purchase the Put Shares in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 2.15. (d) Subject to Section 2.15(h), a Put Exercise Notice shall obligate DPL (or, at DPL’s election, its Affiliate or a Third Party) to purchase, and each Put Right Exercise Date may not be less than 30 calendar days after the date on which Shareholder who has delivered a Put Right Exercise Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Noticesell, the Put Right Notice shall be effective on Shares for a purchase price equal to the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the fair market value of the Common Stock. The market value per share Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event (or, in the event of a Put Triggering Event arising under Section 2.15(a)(iii), without taking into account the Put Triggering Event or any losses or damages resulting therefrom or caused thereby) and assuming closing of the Common Stock payment Put Sale seventy-five (75) days after the Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising HolderPrice”), that a is determined as between DPL, on the one hand, and, on the other hand, each Put Right Notice has been delivered Shareholder separately from and provide independent of any other Put Right Shareholder, in each Noncase in accordance with the procedures below: (i) Within twenty-exercising Holder five (25) days following the Put Exercise Date, a Qualified Valuation Arbiter shall be selected jointly by DPL and the Put Right Shareholder to assist in determining the Put Price, the costs and expenses of which shall be borne by the Company, except as provided in Section 2.15(g) and such Qualified Valuation Arbiter shall be the Valuation Arbiter for purposes of this Section 2.15(d). If DPL and the Put Right Shareholder are unable to agree on a mutually acceptable Qualified Valuation Arbiter within such twenty-five (25)-day period, then each of DPL and the Put Right Shareholder shall select a Qualified Valuation Arbiter (the costs and expenses of which shall be borne by the Shareholder selecting such Qualified Valuation Arbiter). DPL and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date (in the case of a mutually selected Valuation Arbiter) or within five (5) days of the selection of each Qualified Valuation Arbiter, separately submit to the Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, on a confidential basis and on the basis of assumptions agreed between DPL and the Put Right Shareholder that are consistent with a copy the provisions of this Section 2.15, the price which each of DPL and such Put Right Notice. The Board shall deliver a waiver Shareholder believes should constitute the Put Price. (ii) If the lower of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to two prices submitted by DPL and the Put Right Exercise Date if Shareholder to the Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, is no more than ten percent (i10%) such Non-exercising Holder provides lower than the Board greater price, then the representations and undertakings specified in Article IX(A)(7) Put Price shall be the average of the Articles prior to two prices. The Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, shall provide written notice of whether the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically Price can be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) immediately determined in accordance with this Section 10 on 2.15(d)(ii) to the Company, DPL and the Put Right Shareholder as promptly as reasonably practicable following its receipt of DPL’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall also set forth the price proposed by each of DPL and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) If the lower value is more than ten percent (10%) lower than the greater value, (x) in the case of a mutually selected Valuation Arbiter, the Valuation Arbiter and (y) in the case of the individually selected Qualified Valuation Arbiters, such Qualified Valuation Arbiters shall mutually select a third Qualified Valuation Arbiter and such Qualified Valuation Arbiter shall be the Valuation Arbiter for purposes of this Section 2.15(d) and shall undertake an independent determination of the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the sale and each of whom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between DPL and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be the price set forth by DPL or the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Company, DPL and the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, DPL and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on DPL and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), DPL shall, within one hundred eighty (180) days of the Put Exercise Date, concurrently give written notice to each Put Right Shareholder that DPL has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which such Third Party shall acquire the conversion Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and DPL and, if applicable, such Third Party Buyer, shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, DPL and the applicable Investor Shareholder shall take all other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the shares specified in nature of the Put Right ConversionSale; providedprovided that such Investor Shareholder shall not be required to provide any representations, howeverwarranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the Non-exercising Holder shallapplicable Investor Shareholder shall designate to DPL prior to such closing. (f) The existence of a Put Triggering Event, if necessarya Put Triggering Event Notice, be permitteda Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the exercise Put Shares, DPL shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by another Holder the number of days between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to DPL and the Company that it is irrevocably withdrawing its Put RightExercise Notice, to put and, if such portion of its shares above as may notice is so delivered, such Investor Shareholder shall no longer be required to enable sell, and DPL shall no longer be obligated to purchase, or arrange for the Corporation purchase of, the Put Shares or pay any Daily Ticking Fee to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation such Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be responsible for the exercise payment of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance one-half of the Series E Preferred Stock, costs and expenses of the Corporation shall seek (and use best efforts Valuation Arbiter related to obtain) shareholder approval any Put Exercise Notice that is withdrawn by such Investor Shareholder pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablethis Section 2.15(h).

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowDuring the 60-day period ending on the Put Date, each holder Trust and each Qualified Holder of Series E C Voting Preferred Stock will have the right to put such holder’s Series C Voting Preferred Stock to Wings, in which event Wings will be required to elect either (a “Put Right”), exercised by notice delivered by such holder i) to repurchase for either cash equal to the Corporation on Put Price or after March 16shares of Class A Voting Common Stock having a Trading Price per share equal to the Put Price, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, each of such holder’s then outstanding shares of Series E C Voting Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specifiedPrice, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if ii) to permit each such day is not a Business Day, the next Business Dayholder to elect either (A) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then receive the number of shares of common stock into which such holder’s shares of Series C Voting Preferred Stock are convertible, plus the Excess Amount multiplied by the number of such holder’s shares of Series C Voting Preferred Stock which are so converted, or (B) to have a number of shares, of Class A Voting Common Stock issued shall equal to the number of shares of common stock into which such holder’s shares of Series C Voting Preferred Stock are convertible sold on such holder’s behalf by the Sales Agent or pursuant to an underwritten public offering, as the case may be determined as specified in Section 1.9, and to receive a cash amount equal to (x) the Offering Price per share of Class A Voting Common Stock sold plus (y) the Excess Amount multiplied by dividing the number of such holder’s shares of Series C Preferred Stock which have been so converted. Wings will be required to make the election between (i) and (ii) above on or before the sum Put Election Date, to issue a public announcement of its election no later than the Put Election Date and, if it has elected (aii) 130% above, to deliver promptly to the holders of the aggregate Liquidation Preference of the Series C Voting Preferred Stock an election form for them to select either (ii)(A) or (ii)(B) above (in whole or in part) with respect to their shares of Series E C Voting Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of Such election form will be returnable to the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding Plan Trustees by the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)Date. (b) Upon receipt of a Put Right Notice, Payment by Wings to the Corporation shall promptly notify all other holders of Series E C Voting Preferred Stock, if Stock of any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy cash due to them in respect of such Put Right Notice. The Board shall deliver a waiver their exercise of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to will be made on the Put Right Exercise Date and (ii) the Board has received the opinion Payment Date. If Wings elects to issue new shares of counsel specified in Article IX(A)(7) of the Articles prior Class A Voting Common Stock to such holders pursuant to Section 3.5(a)(i), promptly following such election, but not later than the Put Right Exercise Date (which the Corporation shall use commercially reasonable Date, Wings will commence efforts to obtain, at register such new shares under the Corporation’s expense). In Securities Act of 1933 (the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, “1933 Act”) and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable will use its best efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder registration to satisfy become effective as soon as practicable thereafter. Delivery of such shares to the Ownership Limit shall without any further action by holders of Series C Voting Preferred Stock will be made seven days after the effective date of such Non- exercising Holder or registration or, if later and the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Class A Voting Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Dateis not then Publicly Traded, concurrently with the conversion seven days after delivery to Wings of the shares specified in investment banker’s valuation of the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated Class A Voting Common Stock in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion last two sentences of consideration elected by the Corporation Section 1.21. Shares of Series C Voting Preferred Stock with respect to which the Put Right is exercised will cease to be outstanding for any purpose and will be retired upon satisfaction of such Put Right. (c) At Any decision by the first annual meeting board of shareholders following the issuance directors of Wings either (i) not to repurchase all of the Series E C Voting Preferred Stock with respect to which holders have exercised the Put Right either (A) with cash pursuant to Section 3.5(a)(i) or (B) pursuant to the procedures set forth in Section 3.5(a)(ii), but instead to repurchase such Series C Voting Preferred Stock with shares of Class A Voting Common Stock pursuant to Section 3.5(a)(i), or (ii) not to repurchase any of the Series C Voting Preferred Stock in accordance with the requirements of Section 3.5(a). (d) If on the Put Date Wings’ board of directors decides not to repurchase all of the Series C Voting Preferred Stock with respect to which the Put Right has been exercised either (i) for cash or for shares of Class A Voting Common Stock pursuant to Section 3.5(a)(i) or (ii) pursuant to the procedures set forth in Section 3.5(a)(ii), then on such date and at the end of each succeeding calendar quarter until all of such Series C Voting Preferred Stock shall have been repurchased (collectively, “Partial Repurchase Dates”), the board of directors of Wings will use all Available Cash on each such date to repurchase a portion of the Series C Voting Preferred Stock entirely for cash (a “Partial Repurchase”) in accordance with Section 3.5(a)(i). Any such partial repurchase will be made pro rata from among each Trust and Separate Arrangement and will be made from holders of the Series C Voting Preferred Stock within each Trust and Separate Arrangement in a manner to be selected by the Unions and set forth in the certificate of designation for the Series C Voting Preferred Stock, . (e) In the Corporation shall seek (and use best efforts event that Wings fails to obtain) shareholder approval repurchase all of the Series C Voting Preferred Stock with respect to which the Put Right is exercisable pursuant to applicable Nasdaq Marketplace Rules the terms of Sections 3.5(a) and 3.5(b), (i) effective as of the Put Right Date each outstanding share of Series C Voting Preferred Stock will start to accrue a quarterly dividend at a rate equal to the greater of (A) 12% per annum or (B) the highest dividend rate payable on any then outstanding series or class of Wings preferred stock in the event of a default by Wings in the redemption or payment of dividends on such series or class of preferred stock, until such shares are repurchased in accordance with Section 3.5(a) or 3.5(d), and (ii) the number of Series C Directors will be increased to the greater of (A) three more than the number of Series C Directors then serving on Wings’ board of directors (in which case one of such additional directors will be nominated by each of the IBT, the IAM and ALPA) or (B) the number of directors that would cause the proportion of Series C Directors to the total number of directors to be equal to the proportion of the total voting power of all shares of Series C Voting Preferred Stock then outstanding to the total voting power of all shares of all voting capital stock of Wings then outstanding (in which case one of such additional directors will be nominated by each of the IBT, the IAM and ALPA and the remainder will be nominated by the majority vote of the Series C Directors then in office). (f) In the event that, in connection with the repurchase of Series C Voting Preferred Stock pursuant to Section 3.5(a)(i), Wings issues additional shares of Class A Voting Common Stock Market Value to be used to determine the exchanging holders of Series C Voting Preferred Stock and, following such issuance, the number of shares of Class A Voting Common Stock issued held by Qualified Holders of Employee Stock after such repurchase is greater than 50% of the number of shares of voting capital stock of Wings then outstanding, the terms of all sitting members of the Wings board of directors, other than the Series C Directors, will thereupon terminate and the Series C Directors will appoint the successors of such directors. (g) The Put Right may only be exercised by the holders of Series C Voting Preferred Stock. The Put Right will therefore expire as to any shares of Series C Voting Preferred Stock upon their conversion into shares of common stock prior to exercise of a the Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable.

Put Right. (ai) Subject If prior to obtaining shareholder approval pursuant June 30, 2001 EAE fails to Nasdaq Marketplace Rules notify the Seller, in writing (as described below, each holder of Series E Preferred Stock will have the right (a “Put Right”set forth in Section 10(g)), exercised by notice delivered by such holder to that it has filed and has an effective registration statement under the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, Securities Act for purposes of such holder’s then outstanding Series E Preferred Stock at a value per share an initial public offering of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the Seller, at its sole election, may make a one-time demand that the Buyer repurchase all or part of their 16,856 shares of Common Stock. This repurchase of shares will be at a per share price calculated as the ratio of the 16,856 shares of common stock over the total number of fully diluted outstanding shares of EAE (for this purpose, fully-diluted shall include the assumption that all options and warrants available in any option plan are issued and exercisable) multiplied by the fair market value of EAE and then discounted by 20% to reflect the non-liquid nature of the privately held stock. The maximum amount paid by EAE under this provision will be $500,000USD, and any excess shall be paid in shares of Common Stock. (ii) The fair market value of EAE will be determined by good faith negotiation between the Seller and the Buyer. If, however, the parties cannot agree on the fair market value of EAE, then the Seller and the Buyer shall within ten (10) days mutually select an investment banker to determine the fair market value of EAE. If the Seller and the Buyer are unable to mutually select an investment banker, each party shall select an investment banker and the selected investment bankers shall appoint a third investment banker (the "Independent Investment Banker") who shall determine the fair market value of EAE. (iii) The Seller and the Buyer shall, within five (5) days of the selection of the Independent Investment Banker, each submit to the Independent Investment Banker estimates of the fair market value of EAE. The Independent Investment Banker shall, within twenty (20) days following receipt of such proposed fair market values, either (i) select the fair market value proposed by the Seller or the Buyer or (ii) determine a different fair market value which is between the proposed fair market values. If the Independent Investment Banker selects a fair market value proposed by the Seller or the Buyer as the fair market value of the shares, such value shall be the fair market value. If the Independent Investment Banker selects another value (the "Banker's Value") as the fair market value, the fair market value of the shares shall equal the arithmetic mean of the Banker's Value and the fair market value proposed by the Seller or the Buyer which is nearest to the Banker's Value. The Independent Investment Banker shall not be advised of how the Banker's Value will be used to calculate the fair market value or that the Banker's Value may be adjusted in calculating the fair market value. (iv) The fees and expenses of the Independent Investment Banker shall be borne equally by the Seller on the one hand and the Buyer on the other hand. Notwithstanding the foregoing, the fair market value determination shall take into consideration, among other factors, any actual comparable stock transactions with respect to the capital stock of EAE, including without limitation the stock purchase herein contemplated or other relevant transactions, as well as any contribution of intangible assets. (v) This one-time option for the Seller shall cease at the earlier of: (a) the filing with the United States Securities and Exchange Commission to register shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and for an initial public offering; (b) any accrued and unpaid dividends with respect a merger, sale of the capital stock or sale of substantially all of the assets of EAE, after which transaction the person (or persons) having voting control of EAE or substantially all of its assets (as the case may be), is different than prior to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversiontransaction; provided, however, provided that the Nonconsideration provided in such transaction is cash or publicly-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above traded securities or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. combination thereof; or (c) At the first annual meeting of shareholders following the issuance failure of the Series E Preferred StockSeller to file notice with EAE of its intent to exercise this option by September 30, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisable2001.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (a90) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowdays thereafter, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. To the extent Optionee exercised his Options under Article 7 of the Plan based on the termination of his employment, employee shall be entitled to offset payment of any exercise due under the Options against the Corporation's obligations to pay the aggregate Market Price for the redemption. Notwithstanding the Corporation's foregoing obligation to redeem allOptionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not less than allredeemed, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant added to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4. For a period of two years following a Change In Control (bas defined in the Employment Agreement between the Corporation and the Optionee dated August __, 1998 (the "Employment Agreement")) any accrued and unpaid dividends with respect in which the Present Common Stock Owners (as defined in the Employment Agreement) continue to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share own more than 20% of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7comparable Equity Interest) of the Articles prior Corporation or its successor or any transferee of substantially all of its assets, Optionee shall not have the right to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which require the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails purchase pursuant to satisfy the conditions of this Section 4 any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock which were acquired upon the exercise of any Option that vests solely on account of such Change In Control unless Optionee's employment is terminated for any reason other than Optionee's voluntary resignation without Good Reason. If Optionee's employment is terminated during such two year period for a reason other than voluntary resignation without Good Reason, (including any fraction i.e., on account of a shareOptionee's death or disability, or by the Corporation, with or without cause, or by voluntary resignation by the Optionee for Good Reason) determined Optionee shall have the right to require the Corporation to purchase all of his shares of Common Stock in accordance with this Section 10 4. The restrictions on the Optionee's Put Right Exercise Date, concurrently with the conversion of the shares specified as set forth in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise this paragraph shall not apply to any Common Stock acquired by another Holder of its Put Right, Optionee pursuant to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance an Option that, as of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules desired date of exercise of the Put Right Common Stock Market Value would, notwithstanding the Change In Control, nevertheless, have become vested and exercisable under any provision of the Plan or this Agreement or any provision, other than Section VI of Schedule A to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablethis Agreement.

Put Right. (a) Subject If there has not been a Successful Remarketing prior to obtaining shareholder approval pursuant the Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, subject to Nasdaq Marketplace Rules as described belowthis Section 8.05, each holder of Series E Preferred Stock will have the right (a “the "Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ") to require the Corporation Company to redeem allpurchase their Senior Notes, but not less than allon the Purchase Contract Settlement Date, of such holder’s then outstanding Series E Preferred Stock at a value price per share of at 130% of the Liquidation Preference Senior Note equal to $50.00 plus accrued and unpaid dividends on a date specified in interest to but excluding the Purchase Contract Settlement Date (the "Put Right Notice (a “Put Right Exercise Date”Price"); provided, however, that as of the Purchase Contract Settlement Date, Holders of Senior Notes that are part of a Put Right Exercise Date may not be less than 30 calendar days after the date on Corporate Unit with respect to which a Put Right Notice is delivered has been automatically exercised under clause (b) below shall be deemed to have elected to pay the Corporation. If Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Put Right Exercise Date is not specified, or is less than 30 calendar days after portion of the delivery Proceeds of the Put Right Noticeof such Senior Notes equal to the Purchase Price, less any Deferred Contract Adjustment Payments, in full satisfaction of such Holders' obligations under the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business DayPurchase Contracts, the next Business Day) following the delivery and any remaining amount of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election Price following satisfaction of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall related Purchase Contract will be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect paid to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9)Holder. (b) Upon receipt of a The Put Right Noticeof Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 5:00 P.M., New York City time, on the Corporation shall promptly notify all other holders fifth Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of Series E Preferred Stocktheir intention to settle the related Purchase Contract with separate cash, if any and (each2) on or prior to 5:00 P.M., a “Non-exercising Holder”)New York City time, that a Put Right Notice has been delivered and provide on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each Non-exercising Holder with a copy of such Put Right Noticecase pursuant to the Purchase Contract Agreement. The Board Put Price for such Holders of Senior Notes shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined applied in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a8.05(c) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Rightabove. (c) At The Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the first annual meeting of shareholders following Trustee by such Holder on or prior to the issuance of second Business Day prior to the Series E Preferred StockPurchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Corporation Company shall seek (and use best efforts deposit with the Trustee immediately available funds in an amount sufficient to obtain) shareholder approval pursuant pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of which a Holder has exercised a Put Right. In the event shareholder fail exchange for any Separate Senior Notes surrendered pursuant to so approve the Put Right Common Stock Market ValueRight, the Corporation will successively seek similar approval at Trustee shall then distribute such amount to the next annual meetings Holders of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be exercisablesuch Separate Senior Notes.

Put Right. (a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described belowthe terms of this Section 5.01, each holder of Series E Preferred Stock will at any time from January 17, 2023 until ending on February 17, 2023, the GEG Common Stockholder shall have the right (a the “Put Right”), exercised by notice delivered by such holder to but not the Corporation on or after March 16, 2021 (a “Put Right Notice”)obligation, to require cause the Corporation Company to redeem purchase all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined owned by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the GEG Common Stock. The market value per share of the Common Stock payment Stockholder (the “Put Right Common Stock Market ValueShares”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and Purchase Price (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9defined below). (b) Upon receipt of If the GEG Common Stockholder desires to exercise the Put Right, the GEG Common Stockholder shall deliver to the Company a written, unconditional and irrevocable notice (the “Put Right Exercise Notice”) exercising the Put Right. By delivering the Put Exercise Notice, the Corporation shall promptly notify all other holders of Series E Preferred StockGEG Common Stockholder represents and warrants to the Company that (i) the GEG Common Stockholder has full right, if any (eachtitle, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior interest in and to the Put Shares, (ii) the GEG Common Stockholder has all the necessary power and authority and has taken all necessary action to sell such Put Shares as contemplated by this Section 5.01, and (iii) the Put Shares are free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement. (c) The closing of the sale of the Put Shares pursuant to this Section 5.01 shall take place no later than five Business Days following the final determination of the Put Purchase Price (or such other date as agreed upon between the Company and the GEG Common Stockholder). The Company shall give the GEG Common Stockholder at least two Business Days written notice of the date of the closing (the “Put Right Exercise Date if Closing Date”). (d) The aggregate purchase price for the Put Shares pursuant to which the GEG Common Stockholder shall sell, and at which price the Company shall be required to purchase, the Put Shares (the “Put Purchase Price”) shall be equal to (i) such Non-exercising Holder provides the Board the representations and undertakings specified Fair Market Value of a share of Common Stock as determined in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date accordance with Section 5.03 and (ii) the Board has received the opinion number of counsel specified in Article IX(A)(7) of the Articles prior to Put Shares. The Company will pay the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions Purchase Price by wire transfer of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 immediately available funds on the Put Right Exercise Closing Date. Until the Promissory Note has been paid in full, concurrently with the conversion Put Purchase Price shall be applied by the Company to the outstanding balance under the Promissory Note, and any amount of the shares specified Put Purchase Price in excess thereof shall be paid to the GEG Common Stockholder. If necessary to fund the Put Right Conversion; providedPurchase Price, howeverthe JPM Preferred Stockholder or its Affiliate shall provide the Company with short term arms-length financing on terms and conditions to be negotiated in good faith between the Company and the JPM Preferred Stockholder or its Affiliate. (e) The Company and the GEG Common Stockholder shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 5.01, that including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. (f) At the Non-exercising Holder shallclosing of any sale and purchase pursuant to this Section 5.01, the GEG Common Stockholder shall deliver to the Company a certificate or certificates representing the Put Shares to be sold (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (cg) At Notwithstanding anything herein to the first annual meeting of shareholders following the issuance of the Series E Preferred Stockcontrary, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In in the event shareholder fail to so approve that the Put Right Common Stock Market ValueBoard approves any filing by the Company under any Bankruptcy, the Corporation will successively seek insolvency or similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtainedlaw, the Put Right shall not immediately and automatically accelerate and be exercisabledeemed to have been exercised by the GEG Common Stockholder for all purposes of this Section 5.01, without regard to (i) any time limitations on the exercise of such Put Right and (ii) any requirement to deliver a Put Exercise Notice.

Put Right. (a) Subject to obtaining shareholder approval pursuant paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to Nasdaq Marketplace Rules as described belowthe Final Remarketing Date, each holder holders of Series E Preferred Stock will Subordinated Notes will, subject to this Section 8.05, have the right (a the “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), ) to require the Corporation Company to redeem allpurchase such Subordinated Notes on the Purchase Contract Settlement Date, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value price per share of at 130% Subordinated Note equal to the principal amount of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment applicable Subordinated Note (the “Put Right Common Stock Market ValuePrice”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a The Put Right Notice, the Corporation shall promptly notify all other of holders of Series E Preferred StockApplicable Ownership Interests in Subordinated Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., if any New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (each2) on or prior to 5:00 p.m., a “Non-exercising Holder”)New York City time, that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of on the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles Business Day prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior Purchase Contract Settlement Date, deliver to the Put Right Exercise Date Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Holders that satisfy conditions (1) and (ii2) above shall be deemed to have elected to pay the Board has received Purchase Price for the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction to be issued under the related Purchase Contract from the proceeds of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with in full satisfaction of such holders’ obligations under the conversion of the shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put RightPurchase Contracts. (c) At The Put Right of a holder of a Separate Subordinated Note shall only be exercisable upon delivery of a notice to the first annual meeting of shareholders following Trustee by such holder on or prior to the issuance of second Business Day immediately preceding the Series E Preferred StockPurchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Corporation Company shall seek (and use best efforts deposit with the Trustee immediately available funds in an amount sufficient to obtain) shareholder approval pursuant pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Subordinated Notes with respect to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of which a holder has exercised a Put Right. In the event shareholder fail exchange for any Separate Subordinated Notes surrendered pursuant to so approve the Put Right Common Stock Market ValueRight, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, Trustee shall distribute the Put Right shall not be exercisablePrice to the holders of such Separate Subordinated Notes.

Put Right. (a) Subject to obtaining shareholder approval At any time after February 28, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to Nasdaq Marketplace Rules as described belowa sales agreement to a third party, each holder of Series E Preferred Stock will and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Put RightForced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, exercised by notice delivered by such holder BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Corporation on or after March 16, 2021 Forced Sale Purchase Price no later than ninety (90) days from the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Put Right Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice”. (b) Transfer of Stonehenge's Co-Tenancy Interest shall be by limited warranty deed and b▇▇▇ of sale and assignment, free and clear of all liens or encumbrances (other than matters of record identified on Stonehenge's Owner's title insurance policy and such other encumbrances consented to by the Co-Tenants), with warranties that Stonehenge holds title to require and is conveying Stonehenge's Co-Tenancy Interest free and clear of any encumbrances, other than the Corporation Loan. All deeds, bills of sale, assignments and other conveyancing documents and instruments of transfer shall be in form and substance reasonably satisfactory to redeem allthe purchasing party as may be necessary or reasonably required to effectuate the sale and transfer to the purchasing party in accordance with the terms hereof. Other than each Co-Tenant's own legal expenses, but not less than allwhich shall be borne solely by such Co-Tenant, closing costs in connection with the sale of Stonehenge's Co- Tenancy Interest, including, without limitation, recording costs, and recording taxes, shall be paid by the party that would customarily bear such cost in the jurisdiction where the Property is located. BEMT shall bear the costs of title insurance fees and transfer taxes, along with any fees associated with a lender's approval of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of transaction including any assumption or review fees. BEMT shall cause the Liquidation Preference plus accrued Guarantor affiliated with Stonehenge to be released from liability under the Guaranty arising from and unpaid dividends after such sale, and for the LOC to be released in full. (c) To the extent Stonehenge has elected to exercise the right set forth in this S▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ shall have the right to exercise the buy/sell provisions set forth on a date specified in the Put Right Notice (a Exhibit “Put Right Exercise Date”)C” hereto; provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered if any such buy/sell rights have been exercised prior to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery BEMT's receipt of the Put Right Forced Sale Notice, then Stonehenge will not have the Put Right Notice right to exercise its rights under this Section 12 to interrupt or avoid the implementation of the buy/sell provisions set forth on Exhibit “C” hereto. (d) Should BEMT fail to perform pursuant to this Section 13, then Stonehenge shall be effective on the 30th calendar day (entitled to avail itself of any and all remedies available at law or if such day is not a Business Dayin equity, the next Business Day) including, without limitation, an action for specific performance against BEMT; provided, that, if, following the delivery exercise of commercially reasonable efforts following receipt of the Put Right Notice. Any redemption pursuant Forced Sale Notice (which commercially reasonable efforts shall include, without limitation, offering BR Residential Holdings, LP, as a replacement guarantor to a Put Right shall be in cash or Common Stock at the election of the Corporation. If Secured Lender in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder transaction described in this Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”13), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation BEMT is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts cause any Secured Lender to do so, consent to the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion release of the shares specified in Guaranty and the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance release of the Series E Preferred Stock, the Corporation shall seek LOC (and use best efforts BEMT's subsequent failure to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of refinance the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market ValueLoan), the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right then Stonehenge shall not be exercisableentitled to avail itself of any of the foregoing remedies and the Co-Tenants shall proceed to market and sell the Property on commercially reasonable terms.