Common use of Put Right Clause in Contracts

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) If the Participant's employment with closing of the Company and Subsidiaries terminates due sale to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the case of Prohibited Transfer. Seller shall also reimburse the purchase of Option SharesCo-Sale Participant for any and all fees and expenses, (x) if such termination occurs prior including, but not limited to, legal fees and expenses, incurred pursuant to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value exercise or attempted exercise of such Option Share Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (measured as of the delivery of the notice referred to in Section 4(a)(iif)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Companyinclusive, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case exercise of Option its rights under this Section 3.4(g) with respect to the Put Shares. (ii) The Put Shares issued 180 days to be sold to the Proposed Transferee shall be of the same class or less prior type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or type. If such Co-Sale Participant does not own any of such class or type, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 the Transferring Holder will occur within ten (10) days after the date of issuance of such Option Shares)Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall have the right, subject deliver to the provisions of Section 5 hereofTransferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to sell to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the Company aggregate purchase price therefor, and the Company shall be required to purchase (subject to the provisions amount of Section 5 hereof)reimbursable fees and expenses, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to specified in Section 4(a)(ii)3.4(g)(i). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If the Participant's employment with Upon any Management Member’s termination for Good Reason, termination by the Company and Subsidiaries terminates due to without Cause, or upon the death or Disability or death of the Participant prior to the earlier of Management Member, such Management Member (xor his or her legal representative) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof option to sell to the Company and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be required to purchase (subject to Section 7.09(c)) owned on the provisions Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of Section 5 hereof), on one occasion from the Participant and his Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, if applicablewithin 90 days of the Termination Date, all whether such Terminated Member (but not less than allor such Permitted Transferee) of will exercise its option pursuant to Section 7.09(b)(i) (1the date on which the Company is so notified, the “Put Notice Date”). (iii) Participant's Vested Portion The Company may offer to the Class A Members the opportunity to participate in the purchase of all Options and (2or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Option Shares then Units held by the Participant such Class A Member and any such other number of Option Shares or Vested Portions of Option Shares, Class A Member electing to the extent transferable, held by the Participant's Permitted Transferees as the Participant participate may request at a price per Option or Option Share equal to (iact under this Section 7.09(b) in the case same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the purchase number of OptionsPut Units, the difference between Termination Price and the Fair Market Value terms and conditions of the Option Share underlying the Option proposed sale. Each Class A Member shall have ten (measured as of the delivery of the notice referred to in Section 4(a)(ii)10) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months days from the date of this Agreementreceipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the greater Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the Fair Market Value number of such Option Share Put Units not subscribed for. The Electing Put Members shall have five (measured as of the delivery of the notice referred to in Section 4(a)(ii)5) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months days from the date of this Agreement, such second notice to agree to purchase their pro rata share (or such greater amount as the Fair Market Value Electing Put Members agree upon) of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement all or any part of the Participant prior Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to (xSection 7.09(b)(ii) a Public Offering or (y) a Sale of shall set forth the Companyclosing date chosen by such Management Member, for all Option Shares issued 181 days or more prior to the which date of termination of employment of the Participant, within shall in no event be less than 90 days nor more than 120 days after such date of termination of employment (or the Put Notice Date; provided that in the case event the Terminated Member has not held the Termination Units for a period of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance grant, the closing shall occur immediately following the expiration of such Option Shares180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the Participant aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall have the right, subject to the provisions of Section 5 hereof, to sell deliver to the Company and a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be required deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). Put Units; (ii) If the Participant desires such Person has all necessary power and authority and has taken all necessary action to exercise his sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or her option encumbrances, and (iv) there is no adverse claim with respect to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellPut Units.

Put Right. (i) If the Participant's employment with at any time the Company and Subsidiaries terminates due proposes to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale repurchase any Equity Securities of the Company, for including pursuant to a tender offer, exchange offer or other offer or proposal that would cause the Investor Ownership Percentage to be equal to or exceed 10% (Aafter giving effect to such repurchase, tender offer, exchange offer, or other offer, proposal or action) (a “Put Right Trigger”), then the Vested Portion Company shall provide Investor prior written notice of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject Put Right Trigger at least 10 Business Days prior to the provisions consummation of Section 5 hereof such Put Right Trigger (the “Put Right Trigger Notice”), specifying in reasonable detail the scope of such Put Right Trigger, including the price and other terms and conditions of such Put Right Trigger. (ii) Investor may elect to sell to the Company and that number of shares of Preferred Stock or Common Stock as may be necessary to cause the Investor Ownership Percentage to be less than 10% (after giving effect to such Put Right Trigger) (the “Put Shares”) by delivery of a written notice at least 5 Business Days prior to the consummation of such Put Right Trigger (a “Put Right Exercise Notice”), and, upon delivery thereof, the Company shall be required obligated to purchase (subject to the provisions of Section 5 hereof)from Investor or its Affiliates, on one occasion from the Participant and his Permitted Transferees, if as applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Put Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share share equal to (i) if the Put Shares are Preferred Stock, the greater of (x) the Liquidation Preference (as defined in the case Certificate of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)Designations) and the Exercise Price of such Option Shares shares of Preferred Stock and (y) the aggregate amount that would be payable in connection with such Put Right Trigger in respect of all shares of Common Stock issuable upon conversion of such share of Preferred Stock, and (ii) in if the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this AgreementPut Shares are Common Stock, the greater per share price payable in respect of the Fair Market Value a share of Common Stock in connection with such Option Share (measured as of the Put Right Trigger. Upon delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreementa Put Right Exercise Notice, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company Investor and the Company shall be required use reasonable best efforts to purchase (subject to cooperate and determine the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Put Shares held by the Participant's Permitted Transferees to be sold as the Participant may request at a price per Option Share equal to the Fair Market Value result of such Option Share (measured as Investor’s exercise of the delivery of the notice referred to in its put rights under this Section 4(a)(ii)7(b)(ii). (iiiii) If the Participant desires Investor elects to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to its put rights under Section 4(a7(b)(ii), the Participant shall send one written notice to the Company setting forth the intention of Participant purchase and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Put Shares underlying such Options, to shall be sold and shall include consummated substantially concurrently with the signature consummation of the Participant and each Permitted Transferee desiring to sellapplicable Put Right Trigger.

Put Right. (a) During the period, if any, beginning on (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (xA) a Public Offering the date that all of the Indebtedness (as defined in, and for the purposes hereof such term shall include, the Subordinated Discount Note Due 2010 issued by the Company to CRL Holdings, Inc.) of the Company and its subsidiaries incurred on or prior to the Closing Date has been repaid in full (including any refinancings or replacements of such Indebtedness) or (yB) a Sale the date that (1) all of the CompanyIndebtedness of the Company and its subsidiaries incurred on or prior to the Closing Date has been repaid in full, for refinanced or replaced and (2) the documentation relating to all of the refinanced or replacement Indebtedness referred to in the preceding clause (A) permits the Put (as defined below) to be exercised, provided that in connection with any refinancing or replacement referred to in the preceding clause (A) the Vested Portion Company shall make a good faith effort to obtain such permission in the documentation thereof, and ending on (ii) the earliest of all Options (X) the date of the Initial Public Offering, (Y) the date on which the LLC shall own less than 50% of the outstanding Common Stock, and (BZ) all Option Sharestwelve years from the Closing Date, within 120 days after such termination of employment the Participant CRL shall have the right, subject to the provisions of Section 5 hereof right to sell to (the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)"Put") all, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all, of the Common Stock owned by it (excluding any Common Stock acquired by it after the Closing Date) to the Company. The price per share for the Common Stock purchased pursuant to the Put shall be the fair market value thereof as determined by an investment bank of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held nationally recognized standing selected by the Participant and such other number of Option Shares or Vested Portions of Option SharesBoard, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case which shall not be an affiliate of the purchase of Options, LLC or the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))DLJ Entities. (iib) If In the Participant desires event that CRL proposes to exercise his or her option to require its rights under this section, it shall provide the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one with written notice to thereof (the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to "Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell6.04

Put Right. (i) If the Participant's employment with Upon any Management Member’s termination for Good Reason, termination by the Company and Subsidiaries terminates due to without Cause, or upon the death or Disability or death of the Participant prior to the earlier of Management Member, such Management Member (xor his or her legal representative) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof option to sell to the Company and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be required to purchase (subject to Section 8.09(c)) owned on the provisions Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of Section 5 hereof), on one occasion from the Participant and his Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, if applicablewithin 90 days of the Termination Date, all whether such Terminated Member (but not less than allor such Permitted Transferee) of will exercise its option pursuant to Section 8.09(b)(i) (1the date on which the Company is so notified, the “Put Notice Date”). (iii) Participant's Vested Portion The Company may offer to the Class A Members the opportunity to participate in the purchase of all Options and (2or any portion of the Put Units under this Section 8.09(b) on a pro rata basis in proportion to the number of Option Shares then Units held by the Participant such Class A Member and any such other number of Option Shares or Vested Portions of Option Shares, Class A Member electing to the extent transferable, held by the Participant's Permitted Transferees as the Participant participate may request at a price per Option or Option Share equal to (iact under this Section 8.09(b) in the case same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 8.09, it shall give the Class A Members written notice of the purchase number of OptionsPut Units, the difference between Termination Price and the Fair Market Value terms and conditions of the Option Share underlying the Option proposed sale. Each Class A Member shall have ten (measured as of the delivery of the notice referred to in Section 4(a)(ii)10) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months days from the date of this Agreementreceipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the greater Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the Fair Market Value number of such Option Share Put Units not subscribed for. The Electing Put Members shall have five (measured as of the delivery of the notice referred to in Section 4(a)(ii)5) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months days from the date of this Agreement, such second notice to agree to purchase their pro rata share (or such greater amount as the Fair Market Value Electing Put Members agree upon) of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement all or any part of the Participant prior Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to (xSection 8.09(b)(ii) a Public Offering or (y) a Sale of shall set forth the Companyclosing date chosen by such Management Member, for all Option Shares issued 181 days or more prior to the which date of termination of employment of the Participant, within shall in no event be less than 90 days nor more than 120 days after such date of termination of employment (or the Put Notice Date; provided that in the case event the Terminated Member has not held the Termination Units for a period of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance grant, the closing shall occur immediately following the expiration of such Option Shares180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 8.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the Participant aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall have the right, subject to the provisions of Section 5 hereof, to sell deliver to the Company and a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 8.09(b) shall be required deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). Put Units; (ii) If the Participant desires such Person has all necessary power and authority and has taken all necessary action to exercise his sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or her option encumbrances, and (iv) there is no adverse claim with respect to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellPut Units.

Put Right. (ia) If Subject to Section 2(e) hereof, during the Participant's employment with the Company period beginning on January 1, 2016 and Subsidiaries terminates due to the Disability or death of the Participant prior to ending on the earlier of (xi) a Public Offering or January 1, 2019 and (y) a Sale of the Company, for (Aii) the Vested Portion of all Options and (B) all Option SharesIPO Date, within 120 days after such termination of employment the Participant each Management Member shall have the right, subject to but not the provisions of Section 5 hereof obligation, to sell to the Company Company, and to require the Company shall be required to purchase (subject from such Management Member, from time to the provisions of Section 5 hereof)time, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the that number of Option Shares then held by the Participant and such other number of Option Management Member’s Initial Management Shares or Vested Portions of Option Shares, Converted Shares in respect thereof that such Management Member desires to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request sell at a price per Option or Option Share share equal to (ithe price per share paid pursuant to Section 2(a) in the case of the purchase of OptionsSubscription Agreement, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred taking into account any adjustments thereto pursuant to in Section 4(a)(ii)2(b) thereof and with appropriate adjustments for any dividends, splits, reverse splits, combinations, recapitalizations, and the Exercise like occurring after the date hereof (the “Purchase Price Per Share”). (b) Subject to Section 2(e) hereof, if the Company has not consummated its Initial Public Offering before January 1, 2019, then, during the period beginning on January 1, 2019 and ending on the IPO Date, each Management Member shall have the right, but not the obligation, to sell to the Company, and to require the Company to purchase from such Management Member, from time to time, that number of such Option Management Member’s Initial Management Shares and (ii) or Converted Shares in respect thereof that such Management Member desires to sell at a price per share equal to the case greater of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as Initial Management Shares or Converted Shares in respect thereof on the date of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share exercise and (y) the Purchase Price Per Share. A Management Member may irrevocably waive his or her right to require the Company to purchase such Management Member’s Initial Management Shares or Converted Shares in respect thereof at the Purchase Price Per Share by executing and returning to the Company a completed waiver in the form of Exhibit B attached hereto. For the avoidance of doubt, if a Management Member irrevocably waives such termination occurs after right, such Management Member shall nonetheless retain the date which is 18 months from right to require the date of this Agreement, Company to purchase such Management Member’s Initial Management Shares or Converted Shares in respect thereof at the Fair Market Value of such Option Share. If the Participant's employment Initial Management Shares or Converted Shares in respect thereof in accordance with the Company first sentence of this Section 2(b). (c) Subject to Section 2(e) hereof, if, following the IPO Date, the Initial Management Shares or Converted Shares in respect thereof are not fully and Subsidiaries terminates due freely tradable securities (without regard to Retirement any unexercised rights of the Participant prior Management Member pursuant to Section 8 hereof) that are (1) listed on an established national or international securities exchange and (2) transferable without restriction or limitation (other than (x) a Public Offering any contractual obligations pursuant to an underwriter’s or similar lock-up agreement entered into by such Management Member that prohibit the sale of Initial Management Shares or Converted Shares in respect thereof for up to one hundred eighty (180) days, (y) a Sale any inability to sell Initial Management Shares or Converted Shares in respect thereof because of the CompanyManagement Member’s possession of material non-public information or (z) reasonable and temporary blackout periods established pursuant to a Trading Policy (“Tradeable Securities”), for all Option Shares issued 181 days or more prior to then, beginning on the date later of termination of employment (i) the IPO Date and (ii) January 1, 2016 and ending on the third anniversary of the Participantlater of (x) the IPO Date and (y) January 1, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment2016, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant each Management Member shall have the right, subject to but not the provisions of Section 5 hereofobligation, to sell to the Company Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase from such Management Member, from time to Section 4(a)time, the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the that number of Option Shares, such Management Member’s Initial Management Shares or Converted Shares in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold respect thereof that are not fully and shall include the signature of the Participant and each Permitted Transferee desiring to sellfreely tradable as described

Put Right. In order to provide a measure of liquidity to address potential income tax issues, Employee shall have a limited put right for up to all of any Base Year's First, Second and/or Third Tranche Shares issued to Employee pursuant to Section 2(d) hereof as set forth below. For a period of sixty (60) days commencing two hundred (200) days following: (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject shares of common stock of Employer corresponding to the provisions Equity Performance Bonus amount with respect to a particular Year in the case of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)).any First Tranche Shares; and (ii) If subject to the Participant desires limitations set forth below, the date on which any Base Year's Second and/or Third Tranche Shares are no longer subject to exercise his or her option to require the Company to repurchase Options and/or Option Shares any risk of forfeiture pursuant to Section 4(a2(d), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of any Second and/or Third Tranche Shares, as the case may be. Employee shall have the right to require Employer to purchase (the "Put"), at a sale price equal to the closing price of OptionsEmployer's common stock on the last business day immediately prior to the effective date of the Put, that portion of First, Second and/or Third Tranche Shares, as the case may be, as necessary to cover the "Tax Deficiency." The Tax Deficiency shall be an amount equal to the sum of: (1) forty percent (40%) of the fair market value of the shares of Employer common stock issued to Employee pursuant to the Equity Performance Bonus with respect to the applicable Year which are not subject to risk of forfeiture or for which Employee files a Section 83(b) election to recognize as income with respect to such Year; plus (2) forty percent (40%) of the fair market value of any shares of Employer common stock which had been issued to Employee in a prior Year subject to risk of forfeiture, where the risk of forfeiture has lapsed during such Year and which shares were not subject to a prior Section 83(b) election; minus (3) sixty percent (60%) of the Cash Bonus Amount for such Year. For example, if for Year One one hundred thirty percent (130%) of Budget was achieved, the number Stock Factor Price was $3.00, the Cash Bonus Amount was $50,000 and on the date of Option Shares underlying such Optionsissuance of 33,333.33 shares per the Equity Performance Bonus, the stock had a fair market value of $6.00 per share at issuance, and Employee made a Section 83(b) election with respect to all of said shares, then forty percent (40%) of $200,000 (i.e., $80,000) would be sold the estimated tax with respect to the Equity Performance Bonus, and shall include Employee would be entitled to Put to Employer up to $50,000 of common stock at a price equal to the signature closing price of Employer's common stock for the last business day immediately prior to the Put (i.e., $80,000 minus sixty percent (60%) of the Participant and $50,000 of the Cash Bonus Amount). Notice of intent to exercise of each Permitted Transferee desiring Put must be delivered by Employee to sellEmployer not less than four (4) business days prior to the date upon which said Put shall take place.

Put Right. (a) Subject to Section 10.4(c), and so long as Operator holds a direct or indirect Membership Interest in the Company, in the event that (and only in the event that): (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyHotel Management Agreement is terminated by TRS SUB, for (A) the Vested Portion of all Options and (Bii) all Option SharesOperator is replaced as the hotel manager by an Affiliate of CWI or AREP I Perimeter LLC, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase a Delaware limited liability company (subject to the provisions of Section 5 hereof“AREP”), on one occasion from the Participant and his Permitted Transferees, if as applicable, all the Members shall hereby grant Operator the right (the “Put Right”), in its sole and absolute discretion, to cause AM to put all, but not less than all, of Operator’s proportionate share of AM’s direct Membership Interests in the Company (the “Marcus Interest”) (e.g., if AM owns a 43% interest in the Company and Operator owns a 25% interest in AM, the Marcus Interest would be a 10.75% direct interest in the Company) to CWI and AREP (as the remaining member of AM), provided that, Operator’s exercise of the Put Right shall be conditioned upon Operator’s written notice (1the “Put Exercise Notice”) Participant's Vested Portion of all Options being delivered to Managing Member and Co-Managing Member within thirty (230) days after the number of Option Shares then held by date the Participant and such other number of Option Shares or Vested Portions of Option Shares, Hotel Management Agreement is terminated (the “Termination Date”). The Put Exercise Notice shall specify a purchase price (the “Put Price”) equal to the extent transferablefair market value of the Marcus Interest valued as of the Termination Date, held as reasonably determined by Operator; provided, however, in the Participant's Permitted Transferees event that Managing Member disputes Operator’s reasonable determination of the fair market value of the Marcus Interest as set forth in the Participant Put Exercise Notice, Managing Member may request at provide written notice (the “Put Price Dispute Notice”) to Operator of such dispute within fifteen (15) Business Days after Operator’s delivery of the Put Exercise Notice. For the avoidance of doubt, if Operator fails to deliver the Put Exercise Notice within such thirty (30) day period, Operator hereby forever waives its rights under this Section 10.4. (b) If Managing Member timely delivers a price per Option or Option Share Put Price Dispute Notice within such fifteen (15) Business Days to Operator, then the Put Price shall be equal to the Appraised Value as determined pursuant to Section 10.4(d), provided that, if Managing Member fails to timely deliver a Put Price Dispute Notice within such fifteen (15) Business Days to Operator, then the Put Price shall be conclusively determined to equal the fair market value of the Marcus Interest as set forth in the Put Exercise Notice. The Marcus Interest sold in connection with the exercise of the Put Right shall be allocated between [the other Members] pro-rata based upon the relative Participation Percentage of the other Members at the time of the Put Closing. The closing of the purchase and sale of the Marcus Interest (the “Put Closing”) shall be subject to and in accordance with the terms and conditions set forth in clauses (i) and (ii) below and shall be consummated on a date mutually agreed by Managing Member and Operator, but in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option any event no later than (measured as of x) sixty (60) days after the delivery of the notice referred to in Section 4(a)(ii)) and the Put Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and Notice or (y) if such termination occurs applicable, thirty (30) days after the date which is 18 months from final determination of the Appraised Value of the Marcus Interest in accordance with Section 10.4(d) below (as applicable, the “Put Closing Date”), and the Put Price shall be payable by the other Members at such closing in immediately available funds to Operator. (i) From the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred Put Exercise Notice, Operator shall not Transfer or otherwise permit any lien, encumbrance or other defect in title to be created, filed or recorded against, all or any portion of the Marcus Interest or any interest therein in Section 4(a)(ii))such manner as to violate any provisions of this Agreement or otherwise impair the ability of Operator to convey the Marcus Interest to the purchasing Members at the closing, free and clear of any and all liens, claims, encumbrances and other defects in title. (ii) If The conveyance of the Participant desires Marcus Interest shall be made free and clear of any and all liens, claims and encumbrances of any kind, including without limitation, right of other third parties. The Put Closing shall take place on the Put Closing Date. Notwithstanding anything to exercise his the contrary in this Agreement, the sale/purchase of the Marcus Interest shall be subject to the condition that, at or her option prior to require the Company Put Closing, all outstanding principal and accrued interest due with respect to repurchase Options any Member Loans and/or Option Shares Deficit Loans made pursuant to Section 4(a)6.3 or otherwise by the Company or any other Member to AM be repaid in full at or prior to the Put Closing. In connection with the closing of any purchase of the Marcus Interest under this Section 10.4, the Participant remaining Member shall send one written notice cause Operator or its Affiliate to be released from any and all guarantees issued on behalf of the Company. (c) Notwithstanding the foregoing or anything to the Company setting forth the intention of Participant and Permitted Transfereescontrary in this Agreement, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case event the Hotel Management Agreement is terminated by TRS SUB as the result of a sale of OptionsOperator’s fraud, the number of Option Shares underlying such Optionsgross negligence or willful misconduct, to be sold and Operator shall include the signature of the Participant and each Permitted Transferee desiring to sellhave no rights under this Section 10.4 including, without limitation, any Put Right.

Put Right. (i) If 11.1 Following the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death second anniversary of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyAward Date, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightright (the “Put Right”) to require, subject upon notice to the provisions Company, that the Company purchase some or all of the Shares (the “Put Shares”) under the terms provided in this Section 5 hereof to sell 11. 11.2 Participant may exercise the Put Right no more than once per fiscal quarter by providing notice (“Put Notice”) to the Company during the thirty (30) day period immediately following the conclusion of a fiscal quarter (the “Put Notice Period”). The Put Notice shall specify the number of Shares for which the Participant seeks to exercise the Put Right and shall specify a closing date for the Company purchase which shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than allthirty (30) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance the Put Notice. 11.3 Within fifteen (15) days after receipt of such Option Shares)the Put Notice, the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall provide notice (“Price Notice”) to the Participant of the purchase price of the Put Shares. The purchase price for the Put Shares shall be Fair Value (as defined in Section 11.7) of the shares on the date of the Put Notice, provided, however, that if the Fair Value is determined in accordance with subsection (d) of Section 9.4, the Price Notice must contain only a statement to that effect along with the name of the independent third party selected by the Company to determine Fair Value. 11.4 The number of Shares that the Company may be required to purchase during any Put Notice Period shall not exceed the lesser of (i) 0.5% of the number of Shares of Common Stock then outstanding and (ii) the maximum number of Shares the Company may lawfully purchase at the closing date of the purchase under Section 160 and other applicable provisions of the Delaware General Company Law; provided, however, that in no event shall the Company be required to purchase Shares unless, until and to the extent such purchase is permitted by the terms of the Company’s primary credit facility and the Indenture relating to the Company’s 8.75% Senior Notes due 2011, as amended and supplemented from time to time. If (x) the Company grants a Put Right to other employees of or consultants to the Company or its subsidiaries, (y) more than one Put Notice is given during a Put Notice Period and (z) the limitations imposed by this Section 11.4 (other than subsection (i)) on the ability of the Company to purchase Shares allow the Company to purchase some, but not all Shares subject to such Put Notices, the provisions Company shall pay the maximum amount it is permitted to pay hereunder to such persons pro rata in accordance with the number of Put Shares designated by them in their respective Put Notices. 11.5 The purchase price for the Put Shares shall be paid by the Company in the form of a check or electronic transfer of immediately available funds on the date set forth in the Put Notice which shall be no earlier than sixty (60) days after the date of the Put Notice; provided, however, that if Fair Value is determined by an independent third party pursuant to Section 5 hereof9.4(d), on one occasion from the purchase price for the Put Shares shall be net of one-half of the expenses of the independent third party and the net purchase price shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held Company. The purchase price shall be paid against surrender by the Participant and such other of one or more stock certificates evidencing the number of Option Shares held by specified in the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value Put Notice, free and clear of such Option Share all security interests and liens, with duly endorsed stock powers. No adjustments (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares other than pursuant to Section 4(a), 4.2 of the Participant Plan) shall send one written notice be made to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or purchase price for fluctuations in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature value of the Participant and each Permitted Transferee desiring to sellCommon Stock after the date of the Put Notice.

Put Right. (a) At any time and from time to time on and after July 25, 2023, HoldCo or Seller, as applicable, may require FAT Brands to purchase all or a portion of the Class A/B Notes wherein the price of such portion of the Class A/B Notes to be purchased shall be equal to the Adjusted A/B Principal Balance of such Class A/B Notes plus any and all accrued but unpaid interest on such Class A/B Notes through the date of any such purchase and sale of such Class A/B Notes (such amount, in the aggregate with respect to such Class A/B Notes, the “Class A/B Put Price”), on the terms and subject to the conditions of this Section 6. (b) At any time and from time to time on and after July 25, 2023, HoldCo or Seller, as applicable, may require FAT Brands to purchase all or a portion of the Class M Notes wherein the price of such portion of the Class M Notes to be purchased shall be equal to the Standard Adjusted Class M Principal Balance of such Class M Notes plus any and all accrued but unpaid interest on such Class M Notes through the date of any such purchase and sale of such Class M Notes (such amount, in the aggregate with respect to such Class M Notes, the “Class M Put Price,” and each of the Class A/B Put Price and the Class M Put Price, a “Put Price”), on the terms and subject to the conditions of this Section 6. (c) If HoldCo or Seller, as applicable, desire to exercise their rights under Sections 6(a) and/or 6(b) HoldCo or Seller, as applicable, shall give FAT Brands written notice of its election to sell to FAT Brands any Notes (a “Put Notice”), which Put Notice shall set forth the number and type of Notes to be purchased and the date and time of the closing (which shall be a Business Day) of the purchase and sale of such Notes (a “Put Closing”). Any such Put Closing for such Notes shall take place on the first Business Day which is at least sixty (60) days following the date of such Put Notice 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. (d) At each Put Closing, Seller shall, or shall cause HoldCo to, (i) If deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Participant's employment applicable Notes 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 applicable Notes, 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. FAT Brands shall, concurrently with the Company and Subsidiaries terminates due receipt of such instrument(s) of transfer, pay to HoldCo or Seller, as applicable, the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company applicable Put Price. Payment shall be required made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to purchase (subject to the provisions of Section 5 hereof)an account designated by HoldCo or Seller, on one occasion from the Participant and his Permitted Transferees, if as applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and at least two (2) Business Days prior to such Put Closing. (e) If Seller satisfies, or causes HoldCo to satisfy, the number requirements set forth in Section 6 and FAT Brands does not remit the applicable Put Price to HoldCo or Seller, as applicable, on the date of Option Shares the applicable Put Closing (a “Put Breach”), such Put Price shall accrue interest at the rate of 10% per annum from the date such Put Closing should have occurred until the date on which such Put Closing actually occurs, which interest shall be payable in cash monthly no later than the first Business Day of each calendar month thereafter until the date of such Put Closing, upon which any such unpaid interest shall be paid and payable together with applicable Put Price (and, for the avoidance of doubt, shall be incremental and additional to any interest accruing on and under the Notes themselves). Subject to FAT Brands fully satisfying its obligations under this Section 6(e), the occurrence of a Put Breach shall not, in and of itself, constitute a breach of this Agreement if and for so long as the interest required under this Section 6(e) and under the applicable Notes are timely paid as and when they become due and payable. (f) If FAT Brands makes available, at the time and place and in the amount and form provided herein, such Put Price to be purchased in accordance with this Section 6, then held by from and after such time HoldCo or Seller, as applicable, shall no longer have any rights, directly or indirectly, as a holder of such Notes (other than the Participant right to receive payment of such consideration in accordance herewith) and such other number Notes shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of Option Shares transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits such Put Price with a nationally recognized escrow agent or Vested Portions of Option Sharestrust company with irrevocable instructions in customary form to such escrow agent or trust company that such Put Price be paid to HoldCo or Seller, to the extent transferableas applicable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the immediately upon delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price requisite instruments of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))transfer contemplated hereby. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If 11.1 Following the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death second anniversary of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyAward Date, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightright (the “Put Right”) to require, subject upon notice to the provisions Company, that the Company purchase some or all of the Shares (the “Put Shares”) under the terms provided in this Section 5 hereof to sell 11. 11.2 Participant may exercise the Put Right no more than once per fiscal quarter by providing notice (“Put Notice”) to the Company during the thirty (30) day period immediately following the conclusion of a fiscal quarter (the “Put Notice Period”). The Put Notice shall specify the number of Shares for which the Participant seeks to exercise the Put Right and shall specify a closing date for the Company purchase which shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than allthirty (30) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance the Put Notice. 11.3 Within fifteen (15) days after receipt of such Option Shares)the Put Notice, the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall provide notice (“Price Notice”) to the Participant of the purchase price of the Put Shares. The purchase price for the Put Shares shall be Fair Value (as defined in Section 11.7) of the shares on the date of the Put Notice, provided, however, that if the Fair Value is determined in accordance with subsection (d) of Section 11.7, the Price Notice must contain only a statement to that effect along with the name of the independent third party selected by the Company to determine Fair Value. 11.4 The number of Shares that the Company may be required to purchase during any Put Notice Period shall not exceed the lesser of (i) 0.5% of the number of Shares of Common Stock then outstanding and (ii) the maximum number of Shares the Company may lawfully purchase at the closing date of the purchase under Section 160 and other applicable provisions of the Delaware General Company Law; provided, however, that in no event shall the Company be required to purchase Shares unless, until and to the extent such purchase is permitted by the terms of the Company’s primary credit facility and the Indenture relating to the Company’s 8.75% Senior Notes due 2011, as amended and supplemented from time to time. If (x) the Company has granted a Put Right to one or more employees or directors of or consultants to the Company or its subsidiaries and one or more of such Put Rights remain in effect, (y) more than one Put Notice is given during a Put Notice Period and (z) the limitations imposed by this Section 11.4 (other than subsection (i)) on the ability of the Company to purchase Shares allow the Company to purchase some, but not all Shares subject to such Put Notices, the provisions Company shall pay the maximum amount it is permitted to pay hereunder to such persons pro rata in accordance with the number of Put Shares designated by them in their respective Put Notices. 11.5 The purchase price for the Put Shares shall be paid by the Company in the form of a check or electronic transfer of immediately available funds on the date set forth in the Put Notice which shall be no earlier than sixty (60) days after the date of the Put Notice; provided, however, that if Fair Value is determined by an independent third party pursuant to Section 5 hereof11.7(d), on one occasion from the purchase price for the Put Shares shall be net of one-half of the expenses of the independent third party and the net purchase price shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held Company. The purchase price shall be paid against surrender by the Participant and such other of one or more stock certificates evidencing the number of Option Shares held by specified in the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value Put Notice, free and clear of such Option Share all security interests and liens, with duly endorsed stock powers. No adjustments (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares other than pursuant to Section 4(a), 4.2 of the Participant Plan) shall send one written notice be made to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or purchase price for fluctuations in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature value of the Participant and each Permitted Transferee desiring to sellCommon Stock after the date of the Put Notice.

Put Right. The Bank shall have the option to sell and require the Company to purchase (the "Put Right") a Borrower's Loan in whole or in part to the Company upon the occurrence of any of the following events: (i) If nonpayment of interest on such Borrower's Loan which is uncured for ninety (90) days; (ii) the Participant's employment with filing by such Borrower of a voluntary petition under Title 11; (iii) the Company and Subsidiaries terminates due to the Disability or death commencement of the Participant prior to the earlier of a case against such Borrower under Title 11 (x) a Public Offering resulting in an order for relief which shall not have been stayed or dismissed within sixty (60) days or (y) in which an order for relief shall not have been entered and which shall not have been stayed or dismissed within sixty (60) days after the commencement thereof; (iv) failure by such Borrower to pay the Outstanding Amount at maturity or within thirty (30) days of acceleration in accordance with this Agreement; (v) the Company's breach of performance of its obligations in connection with a Sale Put Right on any Loan, together with its failure to cure within ten (10) days of written notice of such default received by the Company from the Bank; (vi) failure by such Borrower to pledge additional Shares as Collateral when required to do so as a result of a decrease in the Fair Market Value per Share and failure to cure such default within ten (10) days of written notice of such default received by the Borrower from the Bank; or (vii) a default and acceleration of the Companyindebtedness under the Credit Agreement or, for (A) at such time as the Vested Portion Credit Agreement indebtedness shall have been paid in full and not refunded or refinanced and the commitments with respect thereto have been terminated, an event shall have occurred which would have been a default under the deemed Credit Agreement and the expiration of all Options and (B) all Option Shares, within 120 days after such termination applicable periods of employment the Participant grace shall have occurred such that the rightlenders thereunder would have be permitted to accelerate the indebtedness thereunder (in the case of each of (i) - (vii), a "Putable Loan"). At the closing of a Put Right, subject to the provisions of Section 5 hereof to sell to the Company and 4a of this Agreement, the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion Putable Loan from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share Bank for an amount equal to (i) in the case Outstanding Amount of the purchase of OptionsPutable Loan, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and plus (ii) in the case of the purchase of Option Sharesinterest accrued, (x) if such termination occurs prior to the date which is 18 months from through the date of this Agreementpurchase, on such Putable Loan not to exceed one year's interest; PROVIDED, HOWEVER, that if the principal amount of the Putable Loan exceeds the Ceiling Amount, the greater of Company shall purchase the Fair Market Value of such Option Share Putable Loan from the Bank for an amount equal to (measured as of i) the delivery of the notice referred to in Section 4(a)(ii)Ceiling Amount, plus (ii) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from interest accrued, through the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)purchase, on the Ceiling Amount not to exceed one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participantyear's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))interest. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (ia) If Immediately before the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death occurrence of the Participant prior to the earlier of (x) a Public Offering or (y) Liquidity Event caused by a Sale of Units in which the Companyselling members of CCH receive monetary consideration, for (A) the Vested Portion of all Options and (B) all Option Sharesan Asset Sale or an IPO, within 120 days after such termination of employment the Participant shall have the right, subject right to the provisions of Section 5 hereof to sell to cause the Company and to redeem the Company shall be required to purchase (subject to Option for the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) greater of (1i) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (ix) in the case of the purchase a Sale of OptionsUnits, the difference between per Unit amount to be received by the Fair Market Value selling members of CCH less the Option Share Exercise Price, the result of which is multiplied by the number of Units underlying the Option at that time (measured as after taking into consideration any reductions made under Article 5 of the delivery of the notice referred to in Section 4(a)(iiMerger Agreement)) and the Exercise Price of such Option Shares and ; (iiy) in the case of an Asset Sale, the purchase per Unit amount to be distributed to CCH members less the Exercise Price, the result of Option Shares, (x) if such termination occurs prior to the date which is 18 months from multiplied by the date number of this Agreement, Units underlying the greater Option at that time (after taking into consideration any reductions made under Article 5 of the Fair Market Value of such Option Share Merger Agreement); (measured as of the delivery of the notice referred to in Section 4(a)(ii)z) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares)an IPO, the price per Unit at which Units were offered in the IPO less the Exercise Price, the result of which is multiplied by the number of Units underlying the Option at that time (after taking into consideration any reductions made under Article 5 of the Merger Agreement, or (ii) $__________ less the aggregate value of the Units underlying the Option used to satisfy all Indemnification Claims (as defined in the Merger Agreement) pursuant to Article 5 of the Merger Agreement, whether by set-off or otherwise. (b) Immediately before the occurrence of a Liquidity Event caused by a Sale of Units in which the selling members of CCH receive non-monetary consideration, Participant shall have the right, subject right to the provisions of Section 5 hereof, to sell to cause the Company to redeem the Option for $__________less the aggregate value of the Units underlying the Option used to satisfy all Indemnification Claims (as defined in the Merger Agreement) pursuant to Article 5 of the Merger Agreement, whether by set-off or otherwise. (c) Notwithstanding the foregoing, Participant shall not be entitled to cause the Company to redeem the Option, and the Company shall not be required to purchase (subject to redeem the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted TransfereesOption, if applicable, all (but not less than alli) the redemption of the Option Shares then held by would cause or result in a default or event of default under the Participant and such other number of Option Shares held by the Participant's Permitted Transferees Credit Agreement (as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). defined immediately below) or (ii) If there shall exist any default or event of default under the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice Credit Agreement immediately prior to the Company setting forth redemption of the intention of Participant and Permitted TransfereesOption; provided, if applicablethat, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Optionsclause (i), the number Company shall redeem the Option to the maximum extent, if any, that would not cause or result in a default or event of Option Shares underlying such Optionsdefault under the Credit Agreement. The term “Credit Agreement” shall mean that certain Credit Agreement dated as of May 20, 2004, among the Company, Consolidated Container Company LLC, the banks and other financial institutions a party thereto and Deutsche Bank Trust Company Americas, as Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to selltime.

Put Right. (i) If the Participant's a Management Holder’s employment with the Company and Subsidiaries terminates due to the Disability by reason of his death, disability or death retirement or if a Management Holder terminates his employment within two years of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale date of the CompanyClosing or if a Management Holder’s employment is terminated without Cause, for (A) the Vested Portion of all Options and (B) all Option Sharessuch Holder or his estate may require, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell by delivering a notice to the Company and within 60 days after the Company shall be required to purchase (subject to notifies the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater Management Holder of the Fair Market Value of such Option Share Holder’s Put Shares (measured as hereinafter defined), that the Company purchase all of the shares of Common Stock listed next to such Holder’s name under the heading “Number of Shares” on Schedule I that are outstanding and held by him or it (the “Put Shares”) at Fair Market Value, provided, however, that if a Management Holder’s employment terminates by reason of his resignation within two years of the Closing and such Holder requests the Company to purchase his Put Shares, the purchase price for such shares will be the lower of Cost or Fair Market Value. Notwithstanding the foregoing, a Management Holder may request that the Company purchase a specified percentage of his or its Put Shares, rather than all such shares owned by the Management Holder and the Company, in its sole discretion, shall decide whether it will accept such request and purchase only the specified percentage requested by such Holder or reject such request and require all of such Management Holder’s Put Shares to be purchased by the Company. If the Company rejects such request, the Company shall notify the Holder and such Holder may thereafter request the Company purchase all of his or its Put Shares by delivery of a notice to the notice referred to in Section 4(a)(ii)Company by the later of (i) and 15 days after the Cost Company’s notification of such Option Share rejection and (yii) if such termination occurs 60 days after the date which is 18 months from Company notifies the date Management Holder of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Holder’s Put Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to Notwithstanding the provisions of Section 5 hereof to sell to 2.2 (other than --------- subparagraph (g) thereof) hereof: (a) If the employment of a Management Member by the Company and or any of its Subsidiaries is terminated by the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held without Cause or by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of OptionsManagement Member for Good Reason, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant Management Member shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option right to require the Company to repurchase Options and/or Option Shares purchase (the "Put Right") all but not less than all of the Class A Interests owned by such Management Member (and his Permitted Transferees) at the Investment Price for such Class A Interests. The Put Right shall be exercised by the Management Member by delivery of a written notice (the "Put Notice") to the Company no later than one hundred (100) days after termination of employment. (b) The closing of any purchase of Class A Interests by the Company pursuant to Section 4(a2.3(a) shall take place at the principal office of the Company no later than the 180th day after termination of employment. At such closing, the Company shall deliver to the Management Member consideration in an amount equal to the aggregate purchase price payable in respect of such Class A Interests subject to the Put Right against delivery of original certificates representing Interests and transfer documents duly endorsed in favor of the Company representing the Class A Interests purchased at such closing. The Company, at its option, may pay the consideration described in the preceding sentence in the form of a bank or certified check or wire transfer. (c) At any time after the first anniversary of the Effective Date as defined in the Operating Agreement, Marconi shall have the right to require the Company to redeem all or any portion of the PIK Preferred Interest then owned by Marconi for an amount equal to the Capital Contribution attributable to Marconi with respect to said PIK Preferred Interest, plus any accumulated but unpaid guaranteed payments with respect to said PIK Preferred Interest, which amount shall be payable to the issuer of the Senior Subordinated Notes due 2010 in consideration for the issuance to (or at the direction of) Marconi of such further Senior Subordinated Notes of an aggregate face amount equal to the amount payable to that issuer pursuant to this Section 2.3(d), provided however, that said right may be exercised by Marconi only if (i) the Participant Fixed Charge Coverage Ratio (as defined under and calculated as described in the Indenture in its form on the date hereof), for the Company's most recent four (4) fiscal quarters of which internal financial statements are available immediately preceding the relevant exchange date would have been at least 2.5 to 1.0 determined on a pro forma basis as if the Senior Subordinated Note to be issued had been issued at the beginning of said four (4) quarter period; and (ii) no Default or Event of Default has occurred and is continuing under (and as defined in) the Indenture. (d) On the occurrence of any Change of Control, as defined under the Indenture in the form it is on the date hereof, Marconi shall send one have the right (by giving two (2) days' written notice to the Company) to require the Company setting forth to redeem all of the intention PIK Preferred Interest for an amount equal to the Capital Contribution attributable to said PIK Preferred Interest, plus any accumulated but unpaid guaranteed payments with respect to said PIK Preferred Interest, payable to Marconi on the date specified in said notice in cash (denominated in Euros). (e) On the eleventh (11th) anniversary of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or Effective Date (as defined in the case of a sale of Options, Operating Agreement) the number of Option Shares underlying such Options, to be sold and Company shall include the signature redeem all of the Participant and each Permitted Transferee desiring PIK Preferred Interest for an amount equal to sellthe Capital Contribution attributable to said PIK Preferred Interest plus any accumulated but unpaid guaranteed payments with respect to said PIK Preferred Interest, payable to Marconi on that anniversary in cash (denominated in Euros).

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to > Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (Ai) the Vested Portion of all Options and (Bii) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section SECTION 5 hereof hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section SECTION 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1i) Participant's Vested Portion of all Options and (2ii) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferabletransferrable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section SECTION 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section SECTION 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share). If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section SECTION 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section SECTION 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section SECTION 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section SECTION 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section SECTION 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due Provided no default or event of default exists under, or would occur or would be deemed to the Disability or death occur as a result of the Participant prior to redemption set forth below in this Section 4 under any of the earlier of (x) a Public Offering documents, instruments or (y) a Sale agreements evidencing bank or other institutional indebtedness of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after whether such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), indebtedness is outstanding on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreementhereof or incurred hereafter, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employmentthe Put/Call Effective Date, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant each Securityholder shall have the rightoption, subject to the provisions of Section 5 hereof, to sell exercisable by written notice to the Company and (a "Put Notice"), to require the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) or any portion of the Option Shares Securities then held by such Securityholder. (b) The Company shall, within sixty (60) days after receipt of a Put Notice, redeem the Participant and Securities with respect to which such other number request has been made by paying to the Securityholder an amount of Option Shares held by cash equal to the Participant's Permitted Transferees as the Participant may request at a price per Option Share sum of (i) an amount equal to the Fair Market Value at the close of such Option Share (measured as business on the date of the delivery Put Notice multiplied by the number of outstanding Warrant Shares then owned by the Securityholder and (ii) for each Warrant or portion thereof, an amount equal to the excess of (A) the product of the notice referred number of Warrant Shares then purchasable pursuant to in Section 4(a)(ii))the Warrant or portion thereof and the Fair Market Value on the date of the Put Notice over (B) the product of the number of Warrant Shares then purchasable pursuant to the Warrant or portion thereof and the exercise price per share under the Warrant. (iic) If In connection with the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares consummation of any purchase pursuant to Section 4(a)any Put Notice, each Securityholder shall timely execute and deliver all documents, instruments and certificates (including, without limitation, certificates representing the Participant shall send one written notice to Warrants or the Company setting forth the intention of Participant Warrant Shares and Permitted Transfereesduly executed stock powers, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within as the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellCompany may reasonably request.

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)); provided, however, the Company shall in no event be required to purchase Option Shares from the Participant or his Permitted Transferees upon a Retirement pursuant to the provisions of this 4(a)(i) prior to the earlier of (i) the date immediately proceeding a Public Offering (ii) a Sale of the Company or (iii) the Participants 65/th/ birthday. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell