Common use of Call Right Clause in Contracts

Call Right. (a) Subject to the terms and conditions set forth in this Agreement, in the event that the Company determines that additional borrowings are required or desirable for the operation of its business, the Company shall have the right to require the Purchasers to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount of the New Notes, subject to the following restrictions: (i) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and (ii) provided no Event of Default (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right"); provided, however, that in no event shall the aggregate principal amount of the New Notes issuable hereunder exceed Ten Million Dollars ($10,000,000). (b) The Company shall exercise its Call Right by providing written notice to the Purchasers, which notice shall set forth the aggregate principal amount of the New Notes the Company desires to sell to the Purchasers and the proposed date of the closing of the sale. If the proposed date of the closing of the sale of the New Notes pursuant to the Call Right is any date subsequent to the Initial Closing Date (each, a "Subsequent Closing") then such date shall be no more than twenty (20) Business Days nor less than five (5) Business Days after the date of the giving of such notice. At the Initial Closing or each Subsequent Closing, as the case may be, the aggregate principal amount of the New Notes to be purchased by each Purchaser shall be in the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by such Purchaser pursuant to the Original Agreement bears to $30,000,000.

Call Right. The Purchaser shall have, during the Exercise Period (a) Subject as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the terms Purchaser or her Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) shall be permitted to purchase, and conditions set forth Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition 1 50% Condition 2 20% Condition 3 20% Condition 4 10% However, in case that the Company achieve not less than 1.5 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2011 then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell 30% of the Shares owned by the Seller and it shall be considered that both Condition 3 and Condition 4 have been met; for purpose of avoiding doubt, there will be no more call right to be granted to the Purchaser even if the Company achieves not less than 1.5 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2012. Notwithstanding anything in this Agreement, in the event case that the Company determines that additional borrowings are required or desirable for the operation Seller violates any provisions of its businessthis Agreement, the Company Purchaser shall have the right receive an irrevocable Call Right to require the Purchasers to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount any and all of the New NotesSeller’s Shares then held by the Seller, subject without any regard to the following restrictions: (i) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and (ii) provided no Event of Default (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right"); provided, however, that in no event shall the aggregate principal amount of the New Notes issuable hereunder exceed Ten Million Dollars ($10,000,000). (b) Conditions being met. The Company shall exercise its Call Right by providing written notice to the Purchasers, which notice shall set forth the aggregate principal amount of the New Notes the Company desires to sell to the Purchasers and the proposed date of the closing of the sale. If the proposed date of the closing of the sale of the New Notes pursuant to the Call Right is any date subsequent to the Initial Closing Date (each, a "Subsequent Closing") then such date shall be no more than twenty (20) Business Days nor less than five (5) Business Days after the date of the giving of such notice. At the Initial Closing or each Subsequent Closing, as the case may be, the aggregate principal amount of the New Notes to be purchased by each Purchaser shall be in entitled to exercise such Call Right immediately and the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by such Purchaser pursuant Seller shall transfer to the Original Agreement bears to $30,000,000Purchaser or her Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or her Nominee(s)’s exercise of such Call Right.

Call Right. (a) Subject to The parties hereto agree that without the terms and conditions set forth advance written consent of ACON, no holder of HR Conversion Units may Transfer any HR Conversion Units or any interest in such holder’s HR Conversion Units (nor exercise its Redemption or Exchange rights in accordance with this AgreementAgreement in respect of any HR Conversion Units) until the earlier of (x) the date on which the ACON Related Parties have received aggregate distributions, dividends or other sale proceeds, since the date of ACON’s initial investment in the event that the Company determines that additional borrowings are required or desirable for the operation of its businessCompany, the Company shall have the right to require the Purchasers to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount of the New Notes, subject to the following restrictions: (i) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and (ii) provided no Event of Default (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of Return Threshold and (a) Ten Million Dollars ($10,000,000) less (by) the aggregate principal amount of New Notes purchased pursuant to clause twelve (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount 12)-month anniversary of the New Notes purchased date on which the ACON Related Parties cease to hold any of the shares of Class A Common Stock (collectivelyincluding, for these purposes, the "Call Right"); provided, however, that in no event shall the aggregate principal amount Underlying Class A Shares) and Class B Common Stock held by them as of the New Notes issuable hereunder exceed Ten Million Dollars completion of the IPO ($10,000,000such event, the “ACON Exit”). (b) The Company shall exercise its Call Right by providing written notice parties further agree that if, upon an ACON Exit, the ACON Related Parties have not received aggregate distributions, dividends or other sale proceeds, since the date of ACON’s initial investment in the Company, equal to the PurchasersReturn Threshold, which notice the ACON Related Parties shall set forth have the right (the “Call Right”) to purchase HR Conversion Units from the holders of HR Conversion Units, pro rata in proportion to their respective holdings thereof, at an aggregate principal amount purchase price of the New Notes the Company desires to sell to the Purchasers and the proposed date one dollar ($1.00). The aggregate number of the closing of the sale. If the proposed date of the closing of the sale of the New Notes pursuant HR Conversion Units subject to the Call Right is any date subsequent shall be equal to the Initial Closing Date quotient of (eachx) (i) the Return Threshold less (ii) the aggregate distributions, a "Subsequent Closing") then such date shall be no more than twenty (20) Business Days nor less than five (5) Business Days after dividends or other sale proceeds received by the ACON Related Parties on or prior to the date of the giving of such notice. At the Initial Closing or each Subsequent Closing, as the case may be, the aggregate principal amount of the New Notes to be purchased ACON Exit divided by each Purchaser shall be in the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by such Purchaser pursuant to the Original Agreement bears to $30,000,000.(y)

Call Right. (ai) Subject If the Optionee's Service is terminated for any reason, within 90 days after such date (or within 180 days after any Shares to the terms and conditions set forth in this Agreementbe purchased hereunder have vested, in the event that the Company determines that additional borrowings are required or desirable for the operation of its businessif later), the Company shall have the right to require the Purchasers and option to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount of the New Notes, subject to the following restrictions: (i) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration DateRight") and provided no Event such Optionee, upon exercise of Default such Call Right, shall be required to sell to the Company, any or all of the Shares acquired by Optionee pursuant to this Agreement (as defined in the Amended Notes"Call Shares") at the Fair Market Value. In the event the Optionee elects (to the extent permitted under Section 6(b) hereof) to exercise any of Optionee's Options after the time the Company has occurredexercised its Call Right hereunder, the Company shall have 90 days after any such exercise by the right Optionee to require exercise its Call Right with respect to such additional Shares (or 180 days after the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and vesting thereof, if later). (ii) provided no Event of Default (as defined in If the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Company desires to exercise its Call Right Expiration DateRight, the Company shall have not later than the right to require the Purchasers to applicable period described for such purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this in Section 2.3(a6(c)(i), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right"); provided, however, that in no event shall the aggregate principal amount of the New Notes issuable hereunder exceed Ten Million Dollars ($10,000,000). (b) The Company shall exercise its Call Right by providing send written notice to the PurchasersOptionee of its intention to purchase the Call Shares, which notice shall set forth specifying the aggregate principal amount number of Call Shares to be purchased (the New Notes the Company desires to sell to the Purchasers and the proposed date of the "Call Notice"). The closing of the sale. If purchase shall take place at the proposed date principal office of the closing Company on the later of the sale date that is thirty (30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of the New Notes pursuant Fair Market Value. The Optionee shall deliver to the Company the Call Shares and duly executed instruments transferring title to the Call Right is any date subsequent Shares to the Initial Closing Date (eachCompany, a "Subsequent Closing") then such date shall be no more than twenty (20) Business Days nor less than five (5) Business Days after the date against payment of the giving appropriate purchase price to such Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; (B) by offset of such notice. At the Initial Closing or each Subsequent Closing, as the case may be, the aggregate principal amount any obligation of the New Notes to be purchased by each Purchaser shall be in the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by such Purchaser pursuant Optionee to the Original Agreement bears Company or its Affiliates; or (C) to $30,000,000.the extent that payment in cash would give rise to an "event of

Call Right. (ai) Subject to If the terms and conditions set forth in this AgreementOptionee’s Service is terminated for any reason, in the event that the Company determines that additional borrowings are required or desirable for the operation within ninety (90) days after such date of its businesstermination, the Company shall have the right to require the Purchasers and option to purchase up (the “Call Right”) and such Optionee, upon exercise of such Call Right, shall be required to Ten Million Dollars ($10,000,000) in aggregate principal amount sell to the Company any or all of the New Notes, subject Shares acquired by Optionee pursuant to this Agreement (the following restrictions: (i“Call Shares”) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and (ii) provided no Event of Default (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right")Fair Market Value; provided, however, that if the Optionee’s Service is terminated for Cause (as defined in no the Optionee’s employment agreement, or if the Optionee is not party to any such employment agreement, as defined in the Plan), in the event the Company exercises the Call Right, the repurchase price shall be the aggregate principal amount lower of the New Notes issuable hereunder exceed Ten Million Dollars current Fair Market Value and the exercise price of the Option. In the event the Optionee elects ($10,000,000). (bto the extent permitted under Section 6(b) The hereof) to exercise any of Optionee’s Options after the time the Company has exercised its Call Right hereunder, the Company shall have 90 days after any such exercise by the Optionee to exercise its Call Right by providing with respect to such additional Shares. (ii) If the Company desires to exercise its Call Right, the Company shall not later than the 90-day period described for such purchase in Section 6(c)(i), send written notice to the PurchasersOptionee of its intention to purchase the Call Shares, which notice shall set forth specifying the aggregate principal amount number of Call Shares to be purchased (the New Notes the Company desires to sell to the Purchasers and the proposed date of the “Call Notice”). The closing of the sale. If purchase shall take place at the proposed date principal office of the closing Company on the later of the sale date that is thirty (30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of the New Notes pursuant Fair Market Value. The Optionee shall deliver to the Company the Call Shares and duly executed instruments transferring title to the Call Right is any date subsequent Shares to the Initial Closing Date (each, a "Subsequent Closing") then such date shall be no more than twenty (20) Business Days nor less than five (5) Business Days after the date Company against payment of the giving appropriate purchase price to such Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or (B) by offset of such notice. At the Initial Closing or each Subsequent Closing, as the case may be, the aggregate principal amount any obligation of the New Notes to be purchased by each Purchaser shall be in the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by such Purchaser pursuant Optionee to the Original Agreement bears to $30,000,000Company or its Affiliates.

Call Right. (a) Subject to At any time following the terms and conditions set forth in date of this Agreement, in the event that OP or the Company determines that additional borrowings are required or desirable for the operation of its business, the Company REIT shall have the right to require and option (but not the Purchasers obligation) to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount all, but not less than all, of the New Notes, subject to the following restrictions: (i) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained Membership Units (the "“Manager Equity”) from the Manager Equityholders, as applicable (the “Call Right”). The purchase price for the Manager Equity to be purchased under the Call Right Expiration Date"shall be equal to three times the sum of the annual Property Management Fee (excluding, for the avoidance of doubt, any refunds of EBITDA derived from Management Fees in excess of the Dollar Cap or Equity Cap, as applicable, which is represented as a contra-revenue entry on the financial statements of the Manager and a corresponding contra-expense entry on the financial statements of the OP) for the trailing 12-month period as of the month end immediately preceding the delivery of notice of exercise of the Call Right reduced by the value of the Manager Equityholders as of November 1, 2018, which for purposes hereof equals $6,500,000 (the “Legacy Value”), then further reduced by 50% and provided no Event then increased by the Legacy Value (the “Call Price”). Notwithstanding the foregoing, the Call Price shall be capped at 2.5% of Default the combined equity value of the REIT and the OP combined at the time of the Call Right Closing (as defined in below) as calculated by multiplying the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount number of outstanding shares of the New Notes; REIT and OP Units (iiexcluding OP Units held by the REIT) provided no Event by the then-current Net Asset Value on a per unit basis. For illustration purposes, example calculations of Default (as defined Call Price have been included in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right"); provided, however, that in no event shall the aggregate principal amount of the New Notes issuable hereunder exceed Ten Million Dollars ($10,000,000). (b) The Company shall exercise its Call Right by providing written notice to the Purchasers, which notice shall set forth the aggregate principal amount of the New Notes the Company desires to sell to the Purchasers and the proposed date of the closing of the saleSchedule 1 attached hereto. If the proposed date of the closing of the sale of the New Notes pursuant to the Call Right is any date subsequent exercised pursuant to this Section 2, all Management Agreements shall automatically terminate and Manager shall not be entitled to the Initial Closing Date (each, a "Subsequent Closing") then such date shall be no more than twenty (20) Business Days nor less than five (5) Business Days after Termination Fee provided under Section 8.02 of any Management Agreement. The parties acknowledge and agree that the date purpose of the giving of such notice. At Call Right is to provide the Initial Closing or each Subsequent Closing, as the case may beOP, the aggregate principal amount REIT or their transferee with the ability to perform the responsibilities and obligations of Manager under the Management Agreements; and to the extent the transfer of the New Notes equity interests contemplated hereby does not provide the OP, the REIT or the their transferees with the ability to be purchased by each Purchaser do so, the applicable Manager Equityholders shall be take all action necessary, and cause their respective affiliates (as applicable), to transfer ownership to all properties, assets and rights used or held for use in connection with the performance of the obligations under the Management Agreements that are necessary to accomplish such purpose and permit the OP, the REIT or their transferees with the ability to perform the responsibilities and obligations of Manager under the Management Agreements in the same proportion as manner and to the total aggregate principal amount same level performed by Manager during the term of the July 2003 Notes purchased by such Purchaser pursuant to the Original Agreement bears to $30,000,000Management Agreements.

Call Right. The Company shall have no Repurchase Rights with respect to Vested Shares notwithstanding any provisions of the Plan to the contrary except as set forth in Section 3 above and this Section 6. (a) Subject Within one hundred twenty (120) days immediately following either (1) the termination of the Participant’s employment for Cause (as defined in and pursuant to the terms and conditions set forth in this Senior Management Agreement) or (2) the Company’s actual knowledge of the violation by the Participant of Section 8.2, in 8.3, 8.4 or 8.5 of the event that Senior Management Agreement which was the result of an intentional or grossly negligent action or omission by the Participant, or is not cured within five (5) days after written notice thereof by the Company determines that additional borrowings are required or desirable for the operation of its businessto Participant, the Company shall have the right option (the “Call Right”) to require the Purchasers Participant (or his transferees) to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount of the New Notes, subject sell to the following restrictions: Company the Restricted Shares (iwhether Vested Shares or Unvested Shares) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and (ii) provided no Event of Default (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount a price per share equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) original price per share paid by the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right"); provided, however, that in no event shall the aggregate principal amount of the New Notes issuable hereunder exceed Ten Million Dollars ($10,000,000)Participant. (b) The Company shall deliver written notice (the “Call Notice”) of the exercise its of the Call Right to the Participant within thirty (30) days immediately following an event described in Section 6(a) hereof. If a Call Notice is not received by providing the Participant within such thirty (30) day period, the Call Right granted pursuant to this Section 6 and the requirements of this Section 6 shall terminate and the Company will have no further rights, and the Participant will have no further obligations, pursuant to this Section 6. Within ten (10) days following receipt of a Call Notice, the Company shall deliver written notice (the “Call Closing Notice”) to the PurchasersParticipant’s legal representative, which notice Call Closing Notice shall set forth the aggregate principal number and amount of Restricted Shares to be repurchased (calculated in accordance with the New Notes provisions of Section 6(a) above) (the “Called Shares”), the aggregate consideration to be paid for such Called Shares and the time and place for the closing of such repurchase. (c) The repurchase of Called Shares pursuant to this Section 6 shall be consummated (the “Call Closing”) at the Company’s principal office at 10:00 a.m., local time, on the thirtieth (30th) day next following the date of delivery of the Call Closing Notice, or on such later day as designated by the Company desires to sell to in the Purchasers and Call Closing Notice but not later than the proposed sixtieth (60th) day next following the date of the closing delivery of the saleCall Closing Notice, (the “Call Closing Date”). If said date is a Saturday, Sunday or legal holiday, the proposed date of Call Closing shall occur at the closing of same time and place on the sale of next succeeding business day. The Company shall pay for the New Notes Called Shares to be repurchased pursuant to the Call Right is in a single lump sum on the Call Closing Date. Notwithstanding the foregoing, the Company shall be entitled to offset from amounts due the Participant hereunder an amount equal to all (or a portion) of any date subsequent amounts then owed by the Participant to the Initial Closing Date (each, a "Subsequent Closing") then such date Company or any Subsidiary. The Company shall be no more than twenty entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Participant (20through his legal representative) Business Days nor less than five (5) Business Days after or his transferees regarding such repurchase, to require the date signature of the giving of Participant’s legal representative to be guaranteed and to receive such notice. At the Initial Closing or each Subsequent Closingother evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the case may berepurchase of the Called Shares. Notwithstanding anything to the contrary contained herein, all repurchases of and payments for the Called Shares by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company’s and its subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of or payment for the Called Shares hereunder to which the Participant is otherwise entitled, the aggregate principal amount of the New Notes Company may make such repurchases or payments as soon as it is permitted to be purchased by each Purchaser shall be in the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by do so under such Purchaser pursuant to the Original Agreement bears to $30,000,000restrictions.

Call Right. (ai) Subject to If the terms Participant's employment with the Company and conditions Subsidiaries terminates for any of the reasons set forth in this Agreementclauses (A), in with the event that exception of termination due to Participant's Retirement, or (C) below prior to a Sale of the Company determines that additional borrowings are required or desirable for the operation of its businessCompany, within 120 days after such date, the Company shall have the right and option to require purchase, and the Purchasers Participant and the Participant's Permitted Transferees (hereinafter referred to purchase up as the "Participant Group") shall be required to Ten Million Dollars ($10,000,000) in aggregate principal amount sell to the Company, any or all of such Option Shares then held by such member of the New NotesParticipant Group, subject at a price per Option Share equal to the following restrictions: applicable purchase price determined pursuant to SECTION 4(b)(iii). If the Participant's employment with the Company or any of its Subsidiaries terminates for any of the reasons set forth in clause (iB) or due to Participant's Retirement, for any Option Shares issued 180 days or more prior to the date of Participant's termination of employment, within 90 days after such date (or in the case of Option Shares issued 180 days or less prior to such date or at any time on or after such date, no earlier than 181 days and no later than 271 days after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurredissuance of such Option Shares), the Company shall have the right and option to require purchase, and the Purchasers Participant and the Participant's Permitted Transferees (hereinafter referred to purchase Five Million Dollars ($5,000,000as the "Participant Group") in aggregate principal amount shall be required to sell to the Company, any or all of such Option Shares then held by such member of the New NotesParticipant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to SECTION 4(b)(iii): (A) if the Participant's active employment the Company and/or its Subsidiaries is terminated due to the Disability, death or Retirement of the Participant; (B) if the Participant's active employment with the Company, and/or its Subsidiaries is terminated by the Company, and/or its Subsidiaries without Cause or by the Participant for Good Reason; (C) if the Participant's active employment with the Company and/or its Subsidiaries is terminated (x) by the Company or any of its Subsidiaries for Cause or (y) by the Participant for any other reason not set forth in SECTION 4(b)(i)(a) or SECTION 4(b)(i)(b); and (iiPROVIDED THAT the Company's rights under this Section 4(b) provided no Event shall not be available in the event of Default the termination of Participant's employment by the Company or its Subsidiaries without Cause or by Participant for Good Reason, in either case following a sale by the Company or its subsidiaries of substantially all of the line of business in which the Participant primarily performs his services. If the Participant engages in "Competitive Activity" (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration DateSECTION 6 of this Agreement), the Company shall have the right to require the Purchasers and option to purchase within 90 days after such date as the New Notes with an aggregate principal amount Company receives notice that the Participant has engaged in Competitive Activity, and the Participant Group shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased applicable purchase price determined pursuant to clause (i) SECTION 4(b)(iii)(a); PROVIDED THAT in the case of this Section 2.3(a), each at a cash purchase price equal Option Shares issued 180 days or less prior to the principal amount date that the Company receives notice of the New Notes purchased (collectivelyParticipant's engagement in Competitive Activity, the "Call Right"); provided, however, that in Participant shall be required to sell such Option Shares no event shall earlier than 181 days and no later than 271 days after the aggregate principal amount date of the New Notes issuable hereunder exceed Ten Million Dollars ($10,000,000)issuance of such Option Shares. (bii) The Company shall exercise its Call Right by providing written notice to the Purchasers, which notice shall set forth the aggregate principal amount of the New Notes If the Company desires to sell exercise one of its options to purchase Option Shares pursuant to this SECTION 4(b), the Company shall, not later than the expiration of the applicable period described for such purchase in SECTION 4(b)(i), send written notice to each member of the Participant Group of its intention to purchase Option Shares, specifying the number of Option Shares to be purchased (the "CALL NOTICE"). Subject to the Purchasers and the proposed date provisions of SECTION 5, the closing of the sale. If purchase shall take place at the proposed date principal office of the closing Company on the 30th day after the giving of the sale Call Notice. Subject to the provisions of SECTION 5, the Participant shall deliver to the Company duly executed instruments transferring title to Option Shares to the Company, against payment of the New Notes appropriate purchase price by cashier's or certified check payable to the Participant or by wire transfer of immediately available funds to an account designated by the Participant. (iii) In the event of a purchase by the Company pursuant to SECTION 4(b)(i), the Call Right is purchase price shall be (in each case after taking account of any date subsequent prior purchases pursuant to SECTION 4(b)(i)): (A) if the Participant engages in "Competitive Activity" (as defined in SECTION 6 of this Agreement), a price per Option Share equal to the Initial Closing Date lesser of (eachA) Fair Market Value (measured as of the "Activity Date" (as defined in SECTION 6 of this Agreement)) and (B) Cost; (B) in the case of a termination of employment described in SECTION 4(b)(i)(a), a "Subsequent Closing") then SECTION 4(b)(i)(b), the Fair Market Value of such date shall be no more than twenty Option Shares (20) Business Days nor less than five (5) Business Days after measured as of the date of the giving of such notice. At the Initial Closing or each Subsequent Closing, as Call Notice); and (C) in the case may beof a termination of employment described in SECTION 4(b)(i)(c), a price per option Share equal to the aggregate principal amount lesser of (A) Fair Market Value (measured as of the New Notes to be purchased by each Purchaser shall be in the same proportion as the total aggregate principal amount date of the July 2003 Notes purchased by such Purchaser pursuant to the Original Agreement bears to $30,000,000.Call Notice) and (B)

Call Right. (ai) Subject to If the terms and conditions set forth in this AgreementOptionee’s Service is terminated for any reason, in the event that the Company determines that additional borrowings are required or desirable for the operation within ninety (90) days after such date of its businesstermination, the Company shall have the right to require the Purchasers and option to purchase up (the “Call Right”) and such Optionee, upon exercise of such Call Right, shall be required to Ten Million Dollars ($10,000,000) in aggregate principal amount sell to the Company any or all of the New Notes, subject Shares acquired by Optionee pursuant to this Agreement (the following restrictions: (i“Call Shares”) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and (ii) provided no Event of Default (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right")Fair Market Value; provided, however, that if the Optionee’s Service is terminated for Cause (as defined in no the Optionee’s employment agreement, or if the Optionee is not party to any such employment agreement, as defined in the Plan), in the event the Company exercises the Call Right, the repurchase price shall be the aggregate principal amount lower of the New Notes issuable hereunder exceed Ten Million Dollars current Fair Market Value and the exercise price of the Option. In the event the Optionee elects ($10,000,000). (bto the extent permitted under Section 6(b) The hereof) to exercise any of Optionee’s Options after the time the Company has exercised its Call Right hereunder, the Company shall have 90 days after any such exercise by the Optionee to exercise its Call Right by providing with respect to such additional Shares. For purposes of this Section 6(c), the definition of Fair Market Value contained in the Stock Purchase Agreement dated November 9, 2007 shall be used. (ii) If the Company desires to exercise its Call Right, the Company shall not later than the 90-day period described for such purchase in Section 6(c)(i), send written notice to the PurchasersOptionee of its intention to purchase the Call Shares, which notice shall set forth specifying the aggregate principal amount number of Call Shares to be purchased (the New Notes the Company desires to sell to the Purchasers and the proposed date of the “Call Notice”). The closing of the sale. If purchase shall take place at the proposed date principal office of the closing Company on the later of the sale date that is thirty (30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of the New Notes pursuant Fair Market Value. The Optionee shall deliver to the Company the Call Shares and duly executed instruments transferring title to the Call Right is any date subsequent Shares to the Initial Closing Date (each, a "Subsequent Closing") then such date shall be no more than twenty (20) Business Days nor less than five (5) Business Days after the date Company against payment of the giving appropriate purchase price to such Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or (B) by offset of such notice. At the Initial Closing or each Subsequent Closing, as the case may be, the aggregate principal amount any obligation of the New Notes to be purchased by each Purchaser shall be in the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by such Purchaser pursuant Optionee to the Original Agreement bears to $30,000,000Company or its Affiliates.

Call Right. (a) Subject In the event an Investor notifies the Corporation that it will not consummate the Subsequent Closing solely because the condition to the terms and conditions closing set forth in this AgreementSection 6(e) has not been satisfied (such notice referred to as the "Investor Notice"), in the event that the Company determines that additional borrowings are required or desirable then, for the operation a period of its business10 days after delivery of such Investor Notice, the Company Corporation shall have the right to require the Purchasers to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount of the New Notes, subject to the following restrictions: (i) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and (ii) provided no Event of Default (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right"); provided) to require such Investor and its Investor Affiliates (as defined in Section 15) to sell all, howeverbut not less than all, that in no event shall the aggregate principal amount of the New Notes (i) shares of Series A Preferred Stock (including Conversion Shares) and Warrants (including Warrant Shares) purchased by such Investor and its Investor Affiliates under this Agreement and (ii) any shares of Common Stock and Options (including Option Shares) purchased by such Investor and its Investor Affiliates under the Stock Purchase Agreement (collectively, (i) and (ii) are referred to as the "Investor Securities"), at an aggregate price equal to the product of (A) $1.00 multiplied by (B) each share of Common Stock acquired by the Investors pursuant to this Agreement or the Stock Purchase Agreement or issuable hereunder exceed Ten Million Dollars upon conversion of the outstanding Series A Preferred Stock, in each case, on the date of the Corporation Notice ($10,000,000the "Call Price"). The Corporation may exercise the Call Right by delivering written notice (the "Corporation Notice") to such Investor setting forth the Corporation's exercise of its Call Right. Upon exercise of the Call Right and delivery of the Corporation Notice to such Investor, the Corporation shall be unconditionally committed to purchase the Investor Securities of such Investor and its Investor Affiliates at the Call Closing (as defined in Section 5.23(b)). (b) The Company shall exercise its closing (the "Call Right by providing written notice to the Purchasers, which notice shall set forth the aggregate principal amount of the New Notes the Company desires to sell to the Purchasers and the proposed date of the closing of the sale. If the proposed date of the closing Closing") of the sale and purchase of the New Notes pursuant Investor Securities of an Investor and its Investor Affiliates with respect to which a Corporation Notice has been delivered, shall take place on a date selected by the Call Right is any date subsequent to the Initial Closing Date (eachparties, a "Subsequent Closing") then such which date shall (i) if financing is sought by the Corporation in order to purchase the Investor Securities, be no more than twenty (20) Business Days nor less than five (5) Business Days within 5 days after the date obtaining of such financing and (ii) in all cases not be later than three months after delivery of the giving of such noticerelated Investor Notice and shall be held at a location to be determined by the parties. At the Initial Closing or each Subsequent Call Closing, as the case may besuch Investor shall, the aggregate principal amount and shall cause each of its Investor Affiliates, against payment of the New Notes Call Price in immediately available funds, to be purchased by each Purchaser shall be in the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by such Purchaser pursuant deliver to the Original Agreement bears to $30,000,000Corporation the certificates, if any, representing the Investor Securities being purchased, duly endorsed, or accompanied by stock power(s) duly executed in blank.

Call Right. (a) Subject to the terms and conditions set forth Except as provided in this Agreement, in the event that the Company determines that additional borrowings are required or desirable for the operation of its businessSection 6(a), the Company Corporation shall have the no right to require repurchase any shares of Series C Preferred Stock. At any time or from time to time commencing six (6) months following the Purchasers to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount date which is the later of the New Notes, subject to fifth anniversary of the following restrictions: (i) at any time on Issuance Date or after the Initial Closing Date until date which is the ninetieth (90th) 91st day following the date Stockholder Approval is obtained repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Call Right Expiration Trigger Date"), the Corporation shall have the right, at its sole option and election, to repurchase, out of funds legally available therefor, all, or part, of the outstanding shares of Series C Preferred Stock by providing written notice (the "Call Notice") of its intention to repurchase all, or part, of the outstanding shares of Series C Preferred Stock on the 30th Business Day following the date of such notice (the "Call Date") and provided no Event at a cash price per share of Default Series C Preferred Stock (as defined in the Amended Notes"Call Price") has occurred, equal to the Company shall have sum of: (1) the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New NotesStated Amount; and (ii2) provided no Event an amount per share of Default the Series C Preferred Stock (as defined in the Amended Notes"Call Lookback Return") has occurredequal to an eighteen percent (18%) per annum return on investment on the Stated Amount, at any time after compounded quarterly from the date Stockholder Approval is obtained Issuance Date until the Call Right Expiration DateDate reduced by the actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. If less than all shares of Series C Preferred Stock outstanding at the time are to be repurchased by the Corporation pursuant to this Section 6(a), the Company shares of Series C Preferred Stock to be repurchased shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right")be selected pro rata; provided, however, that in no the event shall the aggregate principal amount that less than ten percent (10%) of the New Notes issuable hereunder exceed Ten Million Dollars ($10,000,000number of shares of Series C Preferred Stock originally issued are then outstanding, the Corporation shall be required to repurchase all of such outstanding shares if it elects to repurchase any shares pursuant to this Section 6(a). Each holder of shares of Series C Preferred Stock shall be permitted 6 140 to convert their shares of Series C Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Call Date or, if not actually repurchased by the Corporation on the Call Date, the date on which the Series C Preferred Stock is actually repurchased by the Corporation. (b) Notwithstanding the provisions of Section 6(a) hereof: (i) the repurchase of shares of Series C Preferred Stock by the Corporation pursuant to this Section 6 shall only be effected by the action of a majority of the directors of the Corporation other than Series B Preferred Stock Directors (as such term is defined in Section 11(c) of the Series B Preferred Stock Articles Supplementary) of the Corporation; and (ii) the Corporation shall have reserved from its authorized and unissued Common Stock such number of shares of Common Stock as shall be sufficient to effect the conversion of all then outstanding shares of Series C Preferred Stock into Common Stock. (c) The Company Call Notice shall exercise its state: (i) the Call Right Date; (ii) the Call Price; (iii) the number of such holder's outstanding shares of Series C Preferred Stock to be repurchased by providing written notice the Corporation; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Call Price, including any procedures applicable to redemptions to be accomplished through book-entry transfers; and (v) that dividends on the shares of Series C Preferred Stock to be repurchased shall cease to accumulate as of the Call Date, or, if such shares are not actually repurchased on such date, the date on which the shares of Series C Preferred Stock are actually repurchased by the Corporation. (d) Upon the Call Date (unless the Corporation shall default in making payment of the appropriate Call Price), whether or not certificates for shares which are the subject of the Call Notice have been surrendered for cancellation, the shares of Series C Preferred Stock to be repurchased shall be deemed to be no longer outstanding, dividends on such shares of Series C Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except for the rights to receive the Call Price, without interest, and, up to the Purchaserslater of (i) the close of business on the first (1st) Business Day preceding the Call Date or (ii) the date on which the shares of Series C Preferred Stock are actually repurchased, which notice shall set forth the aggregate principal amount of the New Notes the Company desires right to sell to the Purchasers and the proposed date of the closing of the sale. If the proposed date of the closing of the sale of the New Notes convert such shares pursuant to the Call Right is any date subsequent to the Initial Closing Date (each, a "Subsequent Closing") then such date shall be no more than twenty (20) Business Days nor less than five (5) Business Days after the date of the giving of such notice. At the Initial Closing or each Subsequent Closing, as the case may be, the aggregate principal amount of the New Notes to be purchased by each Purchaser shall be in the same proportion as the total aggregate principal amount of the July 2003 Notes purchased by such Purchaser pursuant to the Original Agreement bears to $30,000,000Section 8 hereof.