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. (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. (ia) If If, at any time after 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 effective date of this Agreement, the greater Foundation, as a result of its ownership of the Fair Market Value Membership Interests (i) recognizes UBIT, and (ii) is liable for UBIT of such Option Share (measured as an amount in excess of the delivery Net Cash Flow, then the Foundation shall provide Notice (as provided below) to the Donors and to the Company. The Company shall have thirty (30) days from the receipt of the notice referred Notice to contribute an additional amount of cash to the Foundation to cover the amount of any UBIT liability in Section 4(a)(ii)excess of the Net Cash Flow. If the Company does not make the initial contribution required, each of the Donors shall have the right to make an additional contribution of cash to cover the liability for UBIT in excess of the Net Cash Flow. If the additional contribution is not made by the Company or by the Donors, then the Foundation shall have the right to exercise its Put Right in accordance with subparagraph (c) and the Cost of such Option Share and this Paragraph 2. (yb) if such termination occurs If, at any time after the date which is 18 months from the effective date of this Agreement, there is an event of default in the Fair Market Value Loan Documents, as such Loan Documents are defined in The Construction Loan Agreement dated the 10th day of March, 2005, by and between Wachovia Bank, N.A. and C▇▇▇▇▇▇ Investors (OSS), LLC, and such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to default is not cured within thirty (x30) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to from the date of termination of employment notice of the Participantevent of default, within 90 days after such date of termination of employment (or in then 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 Foundation shall have the right, subject right to exercise its Put Right in accordance with subparagraph (c) of this Paragraph 2. (c) Whenever the provisions Foundation has the right to exercise its Put Right in accordance with this subparagraph (c) of Section 5 hereof, this Paragraph 2, (i) The Foundation shall have the right to sell have the Company purchase the Membership Interests by sending Notice (as defined below) to the Company and that the Foundation is exercising its rights under this Agreement; and (ii) Upon receipt of the Notice, the Company shall be required obligated to purchase (subject to the Membership Interests from the Foundation in accordance with the provisions of Section 5 hereof)paragraph 3 of this Agreement. Provided, on one occasion however, nothing contained herein shall prevent the Foundation from selling the Participant and his Permitted TransfereesMembership Interests to a third-party, if applicableincluding St. F▇▇▇▇▇▇ Hospital, 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 Inc. pursuant to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Purchase Option. (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. (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. (ia) If Upon the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death occurrence of the Participant prior to the earlier Put Trigger (defined below), and for a period of thirty (x30) a Public Offering or (y) a Sale of the Companydays thereafter, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Buyer shall have the right, subject to right (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“Put Right”), on one occasion from but not the Participant and his Permitted Transfereesobligation, if applicableto cause Seller to repurchase all, all (but not less than all) , of the Shares at the Purchase Price. For purposes of this Section 7, the “Put Trigger” shall occur if (1) Participant's Vested Portion of all Options and (2i) the number Company fails for any reason to commence a tender offer under the Securities Exchange Act of Option Shares then held by 1934, as amended (the Participant and such other number “Offer”), for at least 27 million of Option Shares or Vested Portions its outstanding shares of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request Common Stock at a price of $1.20 per Option share (the “Tender Price”) within ten (10) business days after the Closing Date, or Option Share equal (ii) having commenced the Offer, the Company for any reason withdraws or terminates the Offer without having purchased the shares of Common Stock tendered pursuant thereto at the Tender Price on the terms outlined in the Offer (other than shares not purchased pursuant to the proration procedures outlined in the Offer), or (iii) the Company for any reason has not completed the Offer (and purchased the shares tendered pursuant thereto, other than due to the proration procedures in the Offer, at the Tender Price) on the terms outlined therein by November 15, 2014 such that Buyer owns a majority of the Common Stock of the Company then outstanding. (b) If Buyer desires to sell the Shares pursuant to Section 7(a), Buyer shall deliver to Seller a written notice (the “Put Exercise Notice”) exercising the Put Right. By delivering the Put Exercise Notice, Buyer represents and warrants to Seller that, at the time of such notice and at the time the Put Right is settled, (i) in Buyer has and will have good and marketable title to the case Shares, free and clear of the purchase of Optionsany and all Liens other than Liens caused or incurred by Seller, 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 Buyer has the case full right, power and authority to convey and sell the Shares pursuant to the Put Right hereunder, and upon consummation of the purchase exercise of Option the Put Right, Seller will acquire from Buyer good and marketable title to the Shares, free and clear of all Liens other than Liens caused or incurred by Seller. (xc) The closing of any sale of Shares pursuant to this Section 7 shall take place no later than 5 business days following receipt by Seller of the Put Exercise Notice. For the avoidance of doubt, a Put Exercise Notice delivered within the thirty (30) day period described in Section 7(a) shall be valid even if the closing of the sale of Shares thereunder occurs after the expiration of such termination occurs prior to the date which is 18 months from period. Seller shall give Buyer at least three (3) business days’ written notice of the date of closing (the “Put Right Closing Date”). (d) Seller will pay the Purchase Price for the Shares by wire transfer of immediately available funds on the Put Right Closing Date. (e) Seller and Buyer shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this AgreementSection 7 including, without limitation, entering into agreements and delivering certificates and instruments as may be deemed necessary or appropriate. (f) At the greater closing of any sale and purchase pursuant to this Section 7, Buyer shall deliver to Seller a certificate or certificates representing the Shares to be sold (if any), accompanied by stock powers, against receipt of the Fair Market Value of such Option Share Purchase Price. (measured as g) Seller shall not distribute, transfer, pledge, encumber or otherwise subject to any Lien any portion of the delivery Purchase Price until such time as the Put Right may no longer be exercised pursuant to Section 7(a) above. (h) Seller will not avoid or seek to avoid the observance or performance of any of the notice referred provisions to be observed or performed by it under Section 6 or Section 7, but will at all times in Section 4(a)(ii)) and the Cost good faith carry out 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, 6 and Section 7 and will take all such action as may be necessary or appropriate to sell to the Company permit 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) facilitate any valid exercise by Buyer 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 Right. (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 At any time and from time to time on or after the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death --------- seventh anniversary of the Participant prior to Initial Closing Date, but not after the earlier consummation of (x) a Public Offering or (y) a Sale of the CompanyOffering, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Institutional Investor 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 right to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)all, but not less than all, of the Participant shall send one outstanding Investor Stock held by such Institutional Investor and its Affiliates at the Repurchase Price (as defined below) by giving written notice to the Company of such Institutional Investor's exercise of this right (the "Exercise Notice"). Within 10 days after receipt of an Exercise Notice, the --------------- Company shall give written notice (the "Repurchase Notice") to each other holder ----------------- of Investor Stock, setting forth the intention identity 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 OptionsInstitutional Investor tendering such Exercise Notice, the number of Option Shares underlying such Options, shares of Investor Stock to be sold repurchased from such Investor, and shall include the signature a reasonable approximation of the Participant fair market value of the Company's assets (net of any Company liabilities senior in liquidation preference to the Investor Stock) and of each Permitted Transferee desiring share of Investor Stock at the time of such Repurchase Notice. Each Investor shall be entitled to selljoin in such repurchase and require the Company to purchase all, but not less than all, of the Investor Stock held by such Investor and its Affiliates at the same closing, at the same price, and on the same terms as the Institutional Investor tendering the Exercise Notice by giving Exercise Notice within 20 days after the date of the Repurchase Notice. Promptly (but in any event within 3 business days after the end of this 20-day period), the Company shall send each Investor written notice updating the information contained in the Repurchase Notice (the "Revised Repurchase Notice"). The Revised Repurchase ------------------------- Notice shall also set forth a time (which shall be not less than 5 nor more than 10 business days after the date of such notice) and place for a meeting between the Company and the holders of a majority of the Investor Stock which the Company has been requested to repurchase (the "Majority Holders"). ----------------

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. (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. (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. (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. (ia) If the Participant's employment with Trigger Event occurs, then 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 Non-Managing Member shall have the rightright (the “Put Right”), subject at its election by delivery upon 60 days prior written notice (the “Put Notice”) to the provisions of Section 5 hereof Managing Member, to sell cause the Managing Member to issue to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)Non-Managing Member, 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, exchange 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)Non-Managing Member’s Membership Interest, the Participant shall send one written notice Exchange Units. In the event the Trigger Event does not occur on or prior to the Company setting forth the intention of Participant and Permitted TransfereesJune 30, if applicable2014 (or June 30, 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 2015 in the case of a sale clause (ii) of OptionsSection 8.3), the number Put Right shall terminate and be of Option Shares underlying such Options, to be sold no further force and shall include the signature effect. (b) The closing of the Participant Put Right pursuant to this Section 8.4 shall occur on the date specified in the Put Notice (such date being hereinafter referred to as the “Put Closing Date”), which shall be no earlier than 20 days but no later than 30 days after the date of delivery thereof to the Managing Member. (c) On the Put Closing Date, (i) the Non-Managing Member shall deliver to the Managing Member an assignment of its Membership Interest, free and clear of any liens or encumbrances whatsoever, with no representations to the Managing Member other than it owns such Membership Interest free and clear of any liens or encumbrances, and that it has the power and authority to execute such assignment, together with a certificate of non-foreign status, (ii) the Managing Member shall deliver the Exchange Units to the Non-Managing Member, (iii) the Non-Managing Member and the Managing Member shall execute and deliver an Exchange Rights Agreement in the form attached hereto as Exhibit D, (iv) the Non-Managing Member shall execute and deliver to the Managing Member a signature page to the Managing Member’s agreement of limited partnership and (v) Exhibit A to the Managing Member’s agreement of limited partnership shall be amended to reflect the issuance of such Exchange Units. The Non-Managing Member and the Managing Member each Permitted Transferee desiring agree to sellcooperate and take all actions and execute all documents reasonably necessary or appropriate to effect the transfer of the Non-Managing Member’s Membership Interest, the acquisition by the Managing Member of such Membership Interest and the acquisition by the Non-Managing Member of the Exchange Units as contemplated herein. Any transfer taxes payable in connection with the transfer of the Non-Managing Member’s Interest in connection with the exercise of the Put Right shall be paid by the Non-Managing Member. (d) No fractional Exchange Units shall be issued on the Put Closing Date and in lieu thereof the Managing Member shall pay to the Non-Managing Member an amount in cash equal to the product of (i) the fractional Exchange Unit to which the Non-Managing Member would otherwise be entitled and (ii) $11.00.

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. (a) If Participant (i) If remains continuously employed by Employer through the Participant's employment with date that all obligations under the Credit Agreement are paid in full (such date, the Repayment Date”), (ii) is terminated by the Company and Subsidiaries terminates due to the Disability or death of the Participant without Cause prior to the earlier of (x) a Public Offering Repayment Date or (yiii) a Sale of resigns for Good Reason prior to the CompanyRepayment 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 a one-time right, subject but not an obligation, to cause the provisions Company to purchase up to 1,403.09424 Class A-2 Units (the “Put Units”) from Participant for an amount equal to AU$0.87 per Class A-2 Unit reduced on a per Unit basis by the amount of any prior distributions on such Unit (the “Put Right”). (b) In connection with any exercise of the Put Right, assuming the requirements set forth in Section 5 hereof 4.2(a) are satisfied, Participant may elect to sell all or any portion of the Put Units by delivering written notice (the “Put Notice”) to the Company and no later than 30 days after the Company Repayment Date. The Put Notice 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) set forth the number of Option Shares then held by Put Units to be acquired from Participant. If Participant does not deliver a Put Notice within such period, Participant shall be deemed to have waived 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 Put Right. Participant may request at a price per Option or Option Share equal only provide one Put Notice pursuant to this Section 4.2. (ic) in the case The closing of the purchase of Optionsthe Put Units pursuant to the Put Right shall take place on the date designated by the Company (as approved by the Board), the difference between the Fair Market Value of the Option Share underlying the Option (measured as of which date shall not be more than 120 days nor less than 90 days after the delivery of the notice referred Put Notice. Notwithstanding the date upon which the closing occurs, the date upon which the purchase shall be effective (the “Put Date”) shall be the Repayment Date. The Company shall pay for the Put Units to be purchased pursuant to the Put Right in Section 4(a)(ii)cash at closing. (d) Upon the purchase of any Put Units pursuant to the Put Right, Participant shall deliver to the Company, (i) if such Units are certificated, certificates representing such Repurchased Units, duly endorsed in blank, free and the Exercise Price clear of such Option Shares all claims, liens or encumbrances from any third party, and (ii) in the case of the purchase of Option Sharessuch other agreements, (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)) instruments 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 other documents reasonably requested by 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 . The Company shall be required entitled to purchase receive customary representations and warranties from Participant regarding the Put Units (subject including representations and warranties regarding good title to all such Units to and the provisions absence 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)liens thereon). (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. (iIf any Preferred Units remain outstanding at any time after September 25, 2007 or as otherwise contemplated by Section 11.2(a) If or Section 15.12(c), then, so long as any Preferred Units remain outstanding, 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 Preferred Member shall have the rightright by delivering 30 days advance written notice (a “Put Notice”), subject which notice shall be irrevocable, to the provisions of Section 5 hereof Managing Member to sell to cause the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)redeem all, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all, of the Preferred Units for the Preferred Redemption Price, payable in immediately available funds. Notwithstanding any provision of this Agreement to the contrary, the Managing Member shall have the right to purchase the Preferred Units that are the subject of a Put Notice by paying the Preferred Redemption Price, at the option of the Managing Member, in immediately available funds, REIT Preferred Shares or a combination thereof. In the event the Managing Member shall exercise its right to satisfy the Preferred Redemption Price in the manner described in this Section 15.5(a), (i) each of the Preferred Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Preferred Member as a sale of the Preferred Member’s Preferred Units to the Managing Member for federal income tax purposes, (1) Participant's Vested Portion of all Options and (2ii) the number of Option REIT Preferred Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to be issued 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) Preferred Member in the case respect 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 Preferred Units 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 quotient obtained by dividing the portion of the Preferred Redemption Price being paid in REIT Preferred Shares divided by the liquidation preference of the REIT Preferred Shares, and (iii) the Managing Member shall be treated for all purposes as the owner of such Option Share (measured as of Preferred Units upon tendering the delivery of the notice referred to in Section 4(a)(ii))Preferred Redemption Price. (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 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

Put Right. Following the earliest to occur of (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 (Aii) a Change of Control, (iii) the Vested Portion Company taking one of all Options the actions specified in Section 8.04 without the approval required in such Section, (iv) an Uncured Financial Breach, and (Bv) all Option SharesOctober • , within 120 days after such termination of employment the Participant shall have the right2024, subject to the provisions of Section 5 hereof to sell to (a “Put Event”), a Member holding Class B Preferred Units may, at its election, require the Company and the Company shall be required to purchase (subject to the provisions redeem part or all 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 Member’s Class B Preferred Units for cash 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 positive balances in their respective Class B Contribution Accounts with respect to the Class B Preferred Units being redeemed, including without duplication, any Unpaid Preferred Return through the day of redemption, plus, in the cases of clauses (i), (ii), (iii), and (v), any Minimum Return with respect to such Option Share Units (measured as the “Class B Put Purchase Price”). If less than all of the delivery of Class B Preferred Units are required to be redeemed, the notice referred to in Section 4(a)(ii)). (ii) Units that are redeemed will be determined on a first-in-first out basis. If the Participant a Member desires to exercise his or her option its right to require the Company to repurchase Options and/or Option Shares purchase Units pursuant to this Section 4(a)9.05, the Participant Member shall send one written notice deliver to the Company setting forth a written notice (the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a“Put Notice”) within the period described above, which notice shall specify specifying the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, Class B Preferred Units to be sold repurchased by the Company (the “Repurchased Units”). Each applicable Member shall, at the closing of any purchase consummated pursuant to this Section 9.05, represent and shall include warrant to the signature Company that: (i) such Member has full right, title and interest in and to the Repurchased Units; (ii) such Member has all the necessary power and authority and has taken all necessary action to sell the Repurchased Units; and (iii) the Repurchased Units are free and clear of any and all liens other than those arising as a result of or under the Participant and each Permitted Transferee desiring to sellterms of this Agreement.

Put Right. (ia) If Except to the Participant's employment extent prohibited by Brazilian law (in which case a Trigger Event under clause (a)(ii) of the definition thereof shall be deemed to have occurred), at any time after March 10, 2013, or, except to the extent prohibited by Brazilian law, at any time following the occurrence of a Trigger Event, the Requisite Holders shall have the right (but not the obligation) to put, and require each of the other Shareholders (and Permitted Transferee of each TRIP Shareholder) to put, all of their Preferred Shares to the Company (or, at the Company’s option, a wholly-owned Subsidiary of the Company) at the same time as the Requisite Holders; provided, however, that the Requisite Holders shall not have any rights under this Section 5.1 after the consummation of a Qualified IPO. In the event that the Requisite Holders elect to exercise the Put Right in accordance with this Article V, the Requisite Holders shall give the Company and Subsidiaries terminates due to the Disability or death each other Shareholder (and Permitted Transferee of the Participant each TRIP Shareholder) who owns Preferred Shares written notice of such election (a “Put Notice”) of such requirement not less than 90 days nor more than 120 days prior to the earlier date on which the Preferred Shares are to be put to the Company (such date, the “Put Election Date”). (b) In the event that the Requisite Holders elect to exercise the Put Right in accordance with this Article V, each Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Preferred Shares shall take, all actions in its power necessary to cause its Preferred Shares to be put to the Company (x) or, at the Company’s option, a Public Offering or (y) a Sale wholly-owned Subsidiary of the Company) on the Put Election Date (or, for (A) if later, promptly following the Vested Portion determination of all Options the Put Value and (B) all Option Shares, within 120 days after such the expiration or termination of employment any applicable waiting period under the Participant shall have HSR Act or any other anti-competition or similar law). (c) On the rightPut Election Date (or, subject to if later, promptly following the provisions determination of Section 5 hereof to sell to the Company Put Value and the expiration or termination of any applicable waiting period under the HSR Act or any other anti-competition or similar law), the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transfereesor, if applicable, all shall cause its wholly-owned Subsidiary to) pay to each Shareholder (but not less than alland Permitted Transferee of each TRIP Shareholder) who owns Preferred Shares the portion of the Put Value to which such Shareholder (1and Permitted Transferee of each TRIP Shareholder) Participant's Vested Portion of all Options and is entitled (2determined in accordance with Section 5.1(d) below) by delivering one or more certificates representing such Equity Securities or by executing 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 relevant transfer term (itermo de transferência) in the case Share Transfer Register in order to perfect such Transfer to the Company, in each instance free and clear of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option all Liens (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, other than (x) if such termination occurs prior to the date which is 18 months from the date Liens in respect 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 accrued taxes not yet payable and (y) if such termination occurs after the date which is 18 months from the date of this Agreementrestrictions on transfer under applicable securities laws), the Fair Market Value and delivery of such Option Share. If certificates of authority, consents to transfer and other instruments or evidences of good title to such Preferred Shares by such Shareholder (or Permitted Transferee of a TRIP Shareholder, as the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (xcase may be) a Public Offering or (y) a Sale of as may be reasonably requested by 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)). (iid) If In the Participant desires to event that the Requisite Holders exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)Put Right in accordance with this Article V, the Participant shall send one written notice to the Company setting forth the intention of Participant each Shareholder (and Permitted Transferees, if applicable, Transferee of each TRIP Shareholder) who owns Preferred Shares shall be entitled to collectively sell all Options and/or Option Shares pursuant to Section 4(areceive a portion of the Put Value (expressed as a percentage) within the period described above, which notice shall specify determined by dividing the number of Option SharesPreferred Shares owned by such Shareholder (or Permitted Transferee of such TRIP Shareholder, or in as the case of a sale of Options, may be) by the aggregate number of Option Preferred Shares underlying such Options, to be sold and shall include being repurchased by the signature of Company (or its wholly-owned Subsidiary) in connection with the Participant and each Permitted Transferee desiring to sellPut Right.