Common use of Put Option Clause in Contracts

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during Upon the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on Maturity Date of the first anniversary hereof, Note or (b) the ten repayment in full of all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note, the Holder shall have the right (10) Business Day period commencing on the date which is nine "PUT OPTION"), exercisable at its sole option, to require the Company to purchase the Warrant Shares at the Fair Market Value thereof (9) months after the date "PUT OPTION PRICE"); PROVIDED, HOWEVER, that the registration statement for the registration any exercise of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option must be for at least twenty-five (25%) of the then-outstanding Warrant Shares (as such number may be adjusted from time to time pursuant to this Warrant). If the Holder wishes to exercise the Put Option, it shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice furnish to the Company (a written notice notifying the “Put Notice”). The Put Notice shall specify the date on which the closing Company of the purchase of its election to exercise the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than Option and specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the date of purchase. Upon the receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, on such specified date of purchase, such Warrant Shares at the Put NoticeOption Price, regardless of whether this Warrant is exercised at such time; PROVIDED, HOWEVER, that if this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall be reduced by the Warrant Purchase Price, but only to the extent that this Warrant has not been exercised. On Notwithstanding the foregoing, if the Company repays in full all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note on or before the Put Closing Date, Lender will deliver to date that is three (3) years from the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer issue original date of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Warrant, the Put Price is Holder shall not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option until the date that is no earlier than the day after the date that is three (3) years from the issue date of this Warrant. The Company shall not be transferred or assigned to any third party. 6.1 Notwithstanding bear all costs and expenses incurred in connection with the foregoing, Lender shall have determination of the right, but not the obligation, to accelerate the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any legal fees and expenses incurred by the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together Holder in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionsuch determination. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate In connection with the exercise of the Put Option. Lender’s failure to timely notify , the Company Per Share Schaden Purchase Amount (as defined in SECTION 3.3) will be paid in connection with the determination of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionFair Market Value, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentslast paragraph of the definition of Fair Market Value, the Put Option set forth hereinabove, if and will not terminated by its terms herein, shall terminatebe paid pursuant to SECTION 3.3.

Put Option. The (a) At any time after March 31, 2010, upon written demand from the Warrantholder (such written demand, the “Put Notice”), the Company hereby grants to Lender an option shall purchase and the Warrantholder shall sell the number of Warrants indicated in the Put Notice (the “Put Option”) at a price equal to sell all or any portion the Fair Market Value of such Warrants. For purposes of this Section 13, “Fair Market Value” of a Warrant shall be the fair market value of the Issued Shares Warrant determined as of the date of delivery of the Put Notice to the Company by reference to the current fair market value of Common Stock if such current fair market value can be determined pursuant to Section 3(a) hereof. If such current fair market value cannot be determined pursuant to Section 3(a) hereof, “Fair Market Value” of a Warrant shall be the fair market value of the Warrant, determined as of the date of delivery of the Put Notice to the Company, as agreed between the Company and the Warrantholder as the result of good faith negotiations between them, within fifteen (15) days of the date of delivery of the Put Notice to the Company. If the Company and the Warrantholder are not able to agree on the Fair Market Value of a Warrant pursuant to the preceding sentence within fifteen (15) days of the date of delivery of the Put Notice to the Company, “Fair Market Value” of a Warrant shall be the fair market value of the Warrant, determined in each case as of the date of delivery of the Put Notice to the Company, by an independent appraiser or independent appraisers as follows: (i) within 15 days of delivery of the Put Notice to the Company, the Warrantholder shall select an independent appraiser (the “Put SharesWarrantholder Independent Appraiser”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of provide written notice to the Company of the identity of such independent appraiser, and the Company shall select an independent appraiser (the “Put NoticeCompany Independent Appraiser”)) and provide written notice to the Warrantholder of the identity of such independent appraiser. The Put Notice Company and the Warrantholder shall specify instruct the date on which Company Independent Appraiser and the closing Warrantholder Independent Appraiser to work together in good faith to select a third independent appraiser (the “Mutual Independent Appraiser”) within 20 days of the purchase delivery of the Put Shares Notice to the Company. (ii) Fair Market Value shall take place be as determined by the Warrantholder Independent Appraiser; provided that if, within five days of receipt of the determination of Fair Market Value made by the Warrantholder Independent Appraiser, the Company provides written notice to the Warrantholder that the Company objects to such determination, the Company shall obtain, as promptly as is reasonably practicable and in any event within 30 days of receipt of the determination of Fair Market Value made by the Warrantholder Independent Appraiser, a determination of fair market value from the Company Independent Appraiser (each of the determination of fair market value of the Warrantholder Independent Appraiser and the determination of fair market value of the Company Independent Appraiser, a “Party Determination” and together the “Put Closing DateParty Determinations”) and shall, within five days of receipt thereof, provide written notice of such determination to the Warrantholder. (iii) In the event that the Company obtains a determination of fair market value from the Company Independent Appraiser pursuant to the foregoing subclause (ii), (A) in the event that the lower of the Party Determinations is not more than 10% lower that the higher of the Party Determinations, Fair Market Value shall be the average of the Party Determinations, and (B) in the event that the lower of the Party Determinations is 10% or more lower than the higher of the Party Determinations, the parties shall obtain, as promptly as is reasonably practicable and in any event within 30 days of the receipt of the determination of the Company Independent Appraiser, a determination of fair market value from the Mutual Independent Appraiser (a “Mutual Determination”). (iv) In the event that the parties obtain a Mutual Determination pursuant to the foregoing subclause (iii), which (X) if the Mutual Determination is greater than the lower of the Party Determinations, but lesser than the higher of the Party Determinations, then Fair Market Value shall be the Mutual Determination, (Y) if the Mutual Determination is less than or equal to the lower of Party Determinations, then Fair Market Value shall be the lower of the Party Determinations, and (Z) if the Mutual Determination is equal to or greater than the higher of the Party Determinations, then Fair Market Value shall be the higher of the Party Determinations. The Company agrees to cooperate with the appraisers and to provide the appraisers with such access to the Company’s books, records and personnel as the appraisers might reasonably require in making such determinations. The fees and expenses of any such determination made by the appraisers shall be borne by the Company. The Fair Market Value of the Warrants shall be based upon a valuation of the Company as if all of its operations were being sold to a single purchaser in an arm’s length transaction between a willing purchaser and a willing seller through a disposition of all of its stock or assets and such valuation shall be determined without regard to the fact that the shares issuable upon exercise of the Warrants may constitute a minority ownership interest in a closely held corporation and shall not give effect to any discount for lack of liquidity of the Warrants or the shares issuable upon exercise of the Warrants, the fact that the Warrants or the shares issuable upon exercise of the Warrants may not be registered under the Securities Act or any contractual restrictions limiting the ability of the Warrantholder to dispose of the Warrants or the shares issuable upon exercise of the Warrants or limiting the ability of a transferee of such shares to transfer such shares. (b) The Put Option can be exercised for all or some of the Warrants and on up to three (3) occasions; provided that the Put Option cannot be exercised more than twice in any calendar year. (c) The consummation of any exercise of the Put Option shall occur on such date shall as may be agreed between the Warrantholder and the Company but in no earlier than ten (10) days but no event later than thirty (30) days from after the date later of (i) delivery of the applicable Put Notice. On or before Notice and (ii) the Put Closing Date, Lender will deliver to determination of the Company Fair Market Value of the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Warrants subject to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateSection 13(a) hereof.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option (i) in respect of any Covered Bond which is the subject of an exercise by the Issuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, or (ii) following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Issuer Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg and/or DTC deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.05 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option (i) in respect of any Covered Bond which is the subject of an exercise by the Issuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, or (ii) following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Issuer Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. 9.1 The Company Initial Bison Party hereby grants to Lender an option the Company the right for the Company to require any Bison Parties to purchase all, but not some only, of the shares in LuxCo1 held by the Company at the Put Option Price (the “Put Option”). For the avoidance of doubt, the Put Option is personal to the Company. No other person shall have any rights pursuant to the Put Option and the Put Option may not be transferred to any person under any circumstances. 9.2 The Put Option shall only be exercisable by the Company giving notice (a “Put Option Notice”) in writing to sell the Bison Parties: 9.2.1 during the period commencing on the later of (i) the date that the audited 2009 Operating Group accounts are approved by the board of Cyprus1 and (ii) the date on which all or any portion amounts payable under the SPA in respect of the Issued Shares earnout arrangements contemplated by Clause 2.2.2 of the SPA have been repaid or determined to be zero and ending in either case 45 days thereafter (the “2010 Put SharesOption Period”) to ); provided, however, that the Company for a total purchase price of $195,000, pro-rated for any portion thereof (may not exercise the “Put Price”). The Put Option may be exercised with respect to any amount that during the 2010 Put Option Period unless the 2009 Operating Group EBITDA is equal to or less than the entire balance of the outstanding Put Shares, at any time exceeds USD 55 million; 9.2.2 during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which that the audited 2010 Operating Group accounts are approved by the board of Cyprus1 and ending 45 days thereafter (the “2011 Put Option Period”); provided, however, that the Company may not exercise the Put Option during the 2011 Put Option Period unless the 2010 Operating Group EBITDA is nine equal to or exceeds USD 65 million. 9.3 If a Call Option Notice has been served pursuant to Clause 8.2, the Lion Parties shall not be entitled to serve a Put Option Notice on a later day in the same exercise period; provided that if a Put Option Notice and a Call Option Notice are served on the same day, the parties agree that the Call Option Notice shall take precedence over, and apply in place of, the Put Option Notice. For the purposes of this Clause 9.3, a day shall mean a period from midnight to midnight in London. 9.4 The Put Option shall expire one day after the end of the 2011 Put Option Period, unless otherwise extended pursuant to Clause 9.6 below (9) months after the “Put Option Expiry Date”). 9.5 The Put Option Price payable by the Bison Parties to the Company shall be an amount payable in USD, and: 9.5.1 if the Company exercises the Put Option during the 2010 Put Option Period, shall be an amount equal to the 2010 Put Option Equity Value, multiplied by the prevailing Cayco Share; or 9.5.2 if the Company exercises the Put Option during the 2011 Put Option Period, shall be an amount equal to the 2011 Put Option Equity Value multiplied by the Prevailing Cayco Share. 9.6 If during the 2010 Put Option Period the Bison Parties exercise their rights to extend the Call Option under Clause 8.7 above, the Put Option will expire on the date of the expiry of the 2012 Call Option Period, and the Company may exercise the Put Option for a period of 45 days commencing on the date that the registration statement for the registration of the Issued Shares is declared effective audited 2011 Operating Group accounts are approved by the SEC . If not exercised during the Put Periodboard of Cyprus1, except that in such instance the Put Option Price shall terminate be an amount equal to the 2012 Put Option Equity Value, multiplied by the prevailing CayCo Share; provided, however, that the Company may not exercise the Put Option during such additional Put Option Period unless the 2011 Operating Group EBITDA is equal to or exceeds USD 75 million. 9.7 If the transfer of the shares which are the subject of the Put Option Notice under Clause 9.2 (the “Put Transfer”) requires Anti-Trust Approval, the Bison Parties undertake to the Lion Parties and the Company that they shall use their best efforts to obtain the Anti-Trust Approval as quickly as possible. The Lion Parties shall use all reasonable efforts to assist the Bison Parties in obtaining the Anti-Trust Approval and the Bison Parties shall provide the Lion Parties with all information relating to obtaining Anti-Trust Approval which the Lion Parties, acting reasonably, may request. In connection with obtaining Anti Trust Approval, the Bison Parties shall: 9.7.1 promptly notify the Lion Parties upon becoming aware of any matter or issue which may threaten, prevent, or delay the timely acquisition of the Anti-Trust Approval; 9.7.2 promptly provide the Lion Parties with copies of any correspondence or other communications to or from any competition authority relating to any Requirements, or details in the case of oral communications, and with copies of any written statement, order or decision of any competition authority, in each case to the extent allowed by applicable law; 9.7.3 without limitation to the provisions of Clause 9.7.2, provide the Lion Parties with a final draft of all submissions, notifications, filings, and other communications to any competition authority, at such time as will allow the Lion Parties a reasonable opportunity to review and provide comments prior to their submission and shall take into account all reasonable comments made by the Lion Parties; 9.7.4 allow the Lion Parties to participate in any discussions and/or negotiations with any competition authority, providing that the Lion Parties and the Bison Parties, together with their legal advisers, shall be able to attend any meetings, hearings or telephone conferences with the competition authority (provided that in the case of meetings where information that is commercially sensitive to the Bison Parties is likely to be discussed, the Bison Parties shall be entitled to exclude the Lion Parties from such meeting, but shall not unreasonably refuse to allow the Lion Parties’ legal advisers to be present); and 9.7.5 regularly review with the Lion Parties the progress of all notifications or filings. 9.8 The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Anti-Trust Approval has not been granted. 9.9 Without prejudice to the provisions of Clause 9.7, if Anti-Trust Approval will only be granted subject to Requirements, the Bison Parties undertake to the Company that they shall comply with those Requirements necessary to obtain Anti-Trust Approval (including, without limitation and for the avoidance of doubt, offering and agreeing any necessary Requirements) and promptly offer and agree with any relevant state or national competition authority or regulator the terms of any Requirements as will enable the Anti-Trust Approval to be granted without delay. Without prejudice to the obligations of the Bison Parties contained in Clause 9.7 to use best efforts to obtain Anti-Trust Approval and to the other provisions of this Clause 9.9, if within 60 Days of the Put Option Exercise Date Anti-Trust Approval has not been granted, the Bison Parties undertake to the Company that they shall immediately offer and agree any Requirements necessary to obtain Anti-Trust Approval within a period of 120 days from the Put Option Exercise Date; provided that, subject to Clause 9.10 and following consultation with the Lion Parties, if it becomes apparent to the Bison Parties, acting reasonably, that the terms of the Requirements they would be required to accept would have an effect that it is detrimental to the business and operations of the Parent and its subsidiary undertakings, the Bison Parties shall not be required as part of their obligations under Clauses 9.7 and this Clause 9.9 to agree such Requirements. In such a case, all rights under the Put Option in respect of that Put Option Period shall lapse and be of no further force or effect. The effect and the Bison Parties shall pay to the Lion Parties (for themselves and as trustees for each other member of the Group) an amount equal to all costs incurred by the Lion Parties and each other member of the Group in connection with the purported exercise of the Put Option in that Put Option Period. 9.10 If it becomes apparent to the Lion Parties, acting reasonably, during the course of seeking Anti-Trust Approval, that Anti-Trust Approval will be granted if the Group makes disposals or restructures any of its assets or business, the Company may, in its sole discretion, make such disposals (subject always to the provisions of Clauses 11.2 and 11.4), or enact any necessary restructuring of the Group, to allow Anti-Trust Approval to be granted. If the Company makes such disposals or enacts such restructuring the 120 day period for obtaining Anti-Trust Approval provided for in Clauses 9.9 and 9.11 shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify extended until 90 days from the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On disposal or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option restructuring is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partycompleted. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, 9.11 In relation to accelerate the exercise of the Put Option within a Put Option Exercise Period, if Anti-Trust Approval is not obtained within 120 days from the Put Option Exercise Date, or such longer period as determined pursuant to Clause 9.10, unless the Lion Parties and the Bison Parties have agreed otherwise, the Put Option (in relation to that Put Option Period) shall lapse and any obligations of the Lion Parties and the Bison Parties in relation to that exercise of the Put Option shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 9.7, 9.9, and 9.15 prior to such lapse. 9.12 The Parties agree that, in the calculation of Put Option Equity Value, the Operating Group EBITDA shall be increased by the addition of Minority Investment EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has been unable to do so, the Parties hereby agree that Financial Debt shall be reduced by the amount of any cash investment (including, without limitation, consideration paid for the Minority Investment, costs of investment or capital contributions of any kind, and any further costs relating to the acquisition of the Minority Investment, whether capitalised or charged to the profit and loss account) made by the Group in the Minority Investment after Closing. 9.13 Completion of the sale and purchase of the shares which are the subject of the Put Option Notice under Clause 9.2 will, subject to the provisions of Clause 8.22, occur upon the later of (i) the end of the relevant Put Option Period and (ii) ten Business Days following receipt of Anti-Trust Approval, and on such completion: 9.13.1 against delivery in accordance with Clause 9.13.2, the Bison Parties shall pay to the Company, in immediately available funds on the date of completion (or in such other manner as may be agreed by the Company and the relevant Bison Party), a Fundamental Transaction sum equal to the Put Option Price; 9.13.2 the Company shall deliver to the relevant Bison Party a duly executed transfer in favour of that Bison Party in respect of the relevant shares together with a share certificate(s) evidencing its title to such shares; 9.13.3 the Company shall procure that the relevant Bison Party is registered as the holder of the relevant shares; and 9.13.4 the Company shall do all such acts and/or execute all such deeds and documents in a form satisfactory to the relevant Bison Party as it may reasonably require to give effect to the transfer of the relevant shares pursuant to this clause. 9.14 If the Company exercises the Put Option in accordance with its terms, the Company undertakes to exercise its Drag-Along Rights under the LuxCo1 Shareholders’ Agreement and to use its best efforts to ensure that any Drag-Along Securities (as defined in the Loan LuxCo1 Shareholders’ Agreement) are transferred to and registered in the name of the Bison Parties, on the terms of the LuxCo1 Shareholders’ Agreement and the Bison Parties undertake to purchase all the Drag-Along Securities (as defined in the LuxCo1 shareholders Agreement). 9.15 If the Company exercises the Put Option in accordance with its terms and the Bison Parties (i) breach their obligations under this Agreement to purchase from the Company the shares in LuxCo1; and/or (ii) fail to comply with either their “best efforts” obligation under Clause 9.7 or any obligation under Clause 9.9 and, in either case, Anti-Trust Approval is not obtained within a period of 120 days from the Put Option Exercise Date (or such longer period as follows: The determined pursuant to Clause 9.10), the Bison Parties shall pay to the Company shall send written notice of an amount equal to 2.5 times Operating Group EBITDA for the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days Financial Year ending prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise exercise by the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure Such amount is agreed between the Company and the Bison Parties to timely notify be a genuine pre-estimate of the loss suffered by the Company of Lender’s intention to accelerate the Put Option breach by the Bison Parties of their obligations under this Clause 9. 9.16 The Company shall be deemed an intention entitled to decline set off any amounts payable to accelerate it by the Put OptionBison Parties under Clause 9.15 against any amounts which might otherwise be distributed to the Bison Parties upon a distribution made by the Company to the Shareholders. 6.2 In addition9.17 If for any reason Clause 9.15 or Clause 8.18 is held to be illegal, notwithstanding invalid or unenforceable, whether in whole or in part, such illegality, invalidity or unenforceability will be without prejudice to any other Clause of this Agreement and shall not invalidate or render illegal or unenforceable any other Clause of this Agreement. 9.18 The Company and the foregoingBison Parties agree that, Lender shall have without the right, but not the obligation, to accelerate the exercise consent of the Put Option following an Event of Default under the Loan Documents other (which acceleration right shall such consent not to be waived if not exercised following a prior Event of Defaultunreasonably withheld or delayed), neither they nor any of their Affiliates shall make or permit to be made any acquisition of any interest in any company or business which, so far as they are aware at the time of such acquisition, takes the combined market share, in the relevant market whether by volume or value, of the Parent, any undertakings in which event the Put Price shall be added to Parent controls, directly or indirectly, 20 per cent or more of the Obligations under the Loan Agreement and secured by the Collateral thereundervoting rights, and shall be immediately due the Group to an amount exceeding 35 per cent in the Russian Federation or an amount exceeding 30 per cent in the Ukraine. For the purposes only of this Clause, “relevant markets” are categories of alcoholic beverages. For example, each of (a) vodka, (b) ▇▇▇▇▇▇, (c) long drinks, and payable to Lender(d) table wine is a separate relevant market. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Subject to Lender an option (i) the consummation of the Closing, and (ii) there shall be no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a Governmental Authority prohibiting or otherwise restraining such exercise of the Put Option, at any time from the Closing until the date that is 90 days following the Closing (the “Option Period”), Sponsor shall, subject to the terms and conditions of this Agreement, including Section 3(e), have the right to sell or cause the sale, on one or more occasions, to Apeiron, and Apeiron shall, upon exercise of such right by Sponsor (as set out below), purchase up to 100% of the Sponsor Securities that Sponsor is authorized to deliver to Apeiron, free and clear of all Liens, other than (i) generally applicable restrictions on transfer under applicable securities Laws, (ii) restrictions on transfer under this Agreement, the Business Combination Agreement, the Ancillary Agreements, and the agreements disclosed in Schedule A, and (iii) restrictions on transfer disclosed under the Acquiror SEC Filings (including the lock-up provisions disclosed under the Prospectus), at a price determined in accordance with Section 3(b) (the “Put Option”) to sell all or any portion of the Issued Shares (” and such consideration, the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing DateConsideration”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date by Sponsor providing written notice of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Put Option Notice”) no later than thirty (30) days prior to Apeiron in the date form set forth on Exhibit C, which Put Option Notice shall be unconditional and irrevocable and shall specify the number of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient Sponsor Securities that Sponsor is authorized to enable Lender deliver to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate Apeiron on the Put Option shall be deemed an intention to decline to accelerate Closing Date (the “Put OptionOption Authorized Sponsor Securities”). 6.2 (b) (i) In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the case of an initial exercise of the Put Option following an Event of Default under (the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default“First Put Option Exercise”), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option Consideration payable to Sponsor in respect of the purchase by Apeiron of the Put Option Authorized Sponsor Securities shall be the difference of: (1) the dollar amount set forth hereinaboveon Exhibit A under the column titled “Put Option Consideration” opposite the percentage that is equal to (A) the amount of Sponsor Securities that the Sponsor is authorized to sell to Apeiron as of Closing (the “Pool”), divided by (B) the aggregate amount of Sponsor Securities as of Closing (which percentage shall, if not terminated a whole number, be rounded down to the nearest whole percentage, the “Pool Percentage”), multiplied by its terms herein(2) a percentage equal to (A) the amount of Sponsor Securities sold by Sponsor to Apeiron on the relevant Put Option Closing Date, shall terminate.divided by (B) the Pool (such percentage, the “Put Portion”); and

Put Option. The Company hereby grants In the event the Transferring Founder should sell any Shares in contravention of the co-sale rights of the Investors under Section 2(b) (a “Prohibited Transfer”), the Investors, in addition to Lender an such other remedies as may be available at law, in equity or hereunder, shall have the put option (provided below, and the “Put Option”) Transferring Founder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each Investor shall have the right to sell all or any portion to the Transferring Founder the type and number of shares of the Issued Shares Company’s capital stock then held by such Investor equal to the number of shares each Investor would have been entitled to transfer to the third-party transferee(s) under Section 2(b) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the “Put Shares”shares are to be sold to the Transferring Founder shall be equal to the price per share paid by the third-party transferee(s) to the Company for a total purchase price of $195,000, pro-rated Transferring Founder in the Prohibited Transfer. The Transferring Founder shall also reimburse each Investor for any portion thereof (and all fees and expenses, including legal fees and expenses, incurred pursuant to the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to exercise or less than the entire balance attempted exercise of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Investor’s rights under Section 2 and this Section 3. (b) the ten Within ninety (1090) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration later of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date dates on which the closing Investor (X) received notice of the purchase Prohibited Transfer or (Y) otherwise became aware of the Put Shares shall take place (Prohibited Transfer, each Investor shall, if exercising the “Put Closing Date”)put option created hereby, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company Transferring Founder the certificate(s) certificate or certificates representing the Put Shares (duly shares to be sold, each certificate to be properly endorsed for transfer transfer. (c) The Transferring Founder shall, upon receipt of the certificate or certificates for the shares to be sold by Lender or accompanied by duly executed stock powers in blank) an Investor pursuant to this Section 3, pay the aggregate purchase price therefor and the Company shall tender to Lender the Put Price amount of reimbursable fees and expenses, as specified in Section 3(a), in cash or by wire transfer of immediately available funds other means acceptable to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyInvestor. 6.1 (d) Notwithstanding the foregoing, Lender any attempt by the Transferring Founder to transfer Shares in violation of Section 2 shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise be void and the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionagrees it will not effect such a transfer nor will it treat any alleged transferee(s) as a stockholder. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option In the event that a Put Option Event shall occur during the Term, Purchaser shall have the right, but not the obligation (the “Put Option”), exercisable within sixty (60) to sell all or any portion days of the Issued Shares later of (the “Put Shares”i) to Purchaser’s receipt of written notice from the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised Event or (ii) Purchaser’s discovery that a Put Option Event has occurred (other than, in either case, with respect to any amount that is equal to a Bankruptcy Event or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following a Put Option exercise periods Event pursuant to clause (the “Put Period”): (ad) the ten (10) Business Day period commencing on the first anniversary hereofof said definition, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable immediately by Lender’s delivery of the Purchaser), to require the Company to repurchase from Purchaser the Assigned Interests at the Put/Call Price. In the event Purchaser elects to exercise its Put Option, Purchaser shall deliver written notice to the Company specifying the closing date which date shall be forty-five (45) days from such notice date (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Option Closing Date”), which such date shall notice must be no earlier than ten given within sixty (1060) days but no later than thirty (30) days of Purchaser’s receipt of written notice from the date Company of a Put Option Event. Failure to provide notice by such times will be deemed an irrevocable waiver of the right to exercise the Put NoticeOption. On or before the Put Option Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender repurchase from Purchaser the Put Assigned Interests at the Put/Call Price in cash cash, the payment of which shall be made by wire transfer of immediately available funds to an the account at a bank designated by LenderPurchaser. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Notwithstanding anything to the Put Option is an Obligation secured by contrary contained herein, immediately upon the Collateral and any related guarantees under the Loan Documentsoccurrence of a Bankruptcy Event, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Purchaser shall be deemed an intention to decline have automatically and simultaneously elected to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not Company repurchase from Purchaser the obligation, to accelerate Assigned Interests for the exercise of Put/Call Price in cash and the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Put/Call Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If without any portion further action or notice by any party. Immediately upon exercise by Purchaser of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinaboveand the payment by the Company to Purchaser of the Put/Call Price, if not terminated by its terms hereinPurchaser shall be deemed to have automatically assigned to the Company all right, shall terminatetitle, and interest in and to the Assigned Interest.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms or Pricing Supplement as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms or Pricing Supplement (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms or Pricing Supplement in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms or Pricing Supplement, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms or Pricing Supplement). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company hereby grants Purchaser shall have the right, at its sole election, to Lender an option require the Seller to repurchase the Aircraft and Spares from Purchaser (the “Put Option”) to sell all on or any portion about the estimated completion date of the Issued Shares Purchaser’s Sunrise Powerlink transmission line project (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put PriceSunrise”). Upon Purchaser’s exercise of the Put Option, Seller shall purchase the Aircraft and Spares from Purchaser, and Purchaser shall sell and convey the Aircraft and Spares to Seller, at the prices and on the terms and conditions set forth in this Agreement. 2.6.1 The date the Put Option may be exercised with respect to any amount (“Put Option Date”), except as otherwise provided in this Section 2.6.1, shall be January 30, 2013. In the event that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): conditions are met on or before December 31, 2009: (a) the ten U.S. Forest Service shall have (10i) Business Day period commencing on the first anniversary hereofissued a decision approving Sunrise, or (ii) entered into a memorandum of understanding with Purchaser, Cal Fire, and the U.S. Bureau of Land Management in satisfaction of the fire mitigation conditions set forth in Decision No. ▇▇-▇▇-▇▇▇ of the California Public Utilities Commission (either (i) or (ii), a “Mitigation Agreement”); (b) the ten Mitigation Agreement incorporates the use of the Aircraft for fire mitigation following completion of Sunrise construction; and (10c) Business Day period commencing on the Mitigation Agreement provides a reasonable basis, in Purchaser’s sole judgment, for rate recovery for such use of the Aircraft, then the Put Option shall expire effective as of the date which is nine of such Mitigation Agreement. Purchaser shall deliver written notice to Seller of the expiration of the Put Option (9a “Put Expiration Notice”) months after as soon as reasonably practicable following the date of such Mitigation Agreement and not later than December 31, 2009. In the event that the registration statement for Mitigation Agreement is not issued or executed by December 31, 2009 then, in the registration sole discretion of the Issued Shares is declared effective Seller, Seller may thereafter deliver written notice to Purchaser that should a Mitigation Agreement meeting conditions (a), (b) and (c) above be executed or issued by the SEC . If not exercised during the Put PeriodOption Date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from expire effective upon the date of such Mitigation Agreement. Purchaser shall use diligent good faith efforts to cause the Put Notice. On execution or before the Put Closing Dateissuance of a Mitigation Agreement meeting conditions (a), Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankb) and the Company shall tender to Lender the Put Price in cash (c) by wire transfer of immediately available funds to an account at a bank designated December 31, 2009, and by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsDate if Seller has provided written notice as set forth in this Section 2.6.1, and for so long as Purchaser shall promptly deliver a Put Expiration Notice to Seller following the Put Option is outstanding andexecution or issuance of any such Mitigation Agreement. 2.6.2 Purchaser may elect, if exercisedin its sole discretion, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned by delivering a written exercise notice to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, Seller no less than six (6) months prior to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined Date, at which time Purchaser shall be deemed to have irrevocably exercised the Put Option, subject only to the terms and conditions set forth in this Agreement including, without limitation, Section 2.6.1. 2.6.3 Subject to the limitations set forth in the Loan Agreement)last sentence of this Section 2.6.3, as follows: The Company the repurchase price for the Aircraft (“Aircraft Repurchase Price”) shall send written notice be the appraised value of the proposed Fundamental Transaction Aircraft determined in accordance with the following procedure: Purchaser and Seller shall each appoint a qualified independent aircraft appraiser to render a written appraisal of the Aircraft’s value. The appraised value shall be the average of the two appraisals, provided that if the difference between the two appraisals is greater than ten percent (10%) and the parties are unable to agree on a value, then the two appraisers shall appoint a third qualified independent aircraft appraiser, whose written appraisal shall be averaged with the nearest of the two original written appraisals to determine the appraised value. [***]. 2.6.4 The repurchase price for the Spares (“Fundamental Transaction NoticeSpares Repurchase Price”) [***]. 2.6.5 If Purchaser shall have exercised the Put Option, Purchaser and Seller shall use diligent good faith efforts to cause the closing to take place no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate 5:00 p.m. Pacific Time on the Put Option shall Date (“Scheduled Closing”), provided, however, that the Scheduled Closing may be deemed an intention to decline to accelerate postponed upon the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise mutual written agreement of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderParties. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender (a) Upon the closing of the Acquisition Merger, the Seller is granted an option (the “Put Option”) to sell all or require the Company to purchase, at any portion time commencing upon the closing of the Issued Acquisition Merger and ending twelve (12) months thereafter (the “Put Option Exercise Period”), on the terms and conditions contained herein, up to $2,000,000 of the Merger Shares then held by the Seller. (b) This Put Option may be exercised (“Put Election”), in whole or in part, on one and only one occasion during the Put Option Exercise Period, by written notice (“Put Notice”) to the Company. The Put Election shall be deemed made on the date the Put Notice is delivered to the Company. The Put Notice shall specify (i) the number of Merger Shares to be sold and purchased pursuant to the Put Option (the “Put Shares”) to the Company for ), which shall not exceed a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is number equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective $2,000,000 divided by the SEC . If not exercised during the Put Period, the Put Option shall terminate Exercise Price, and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify ii) the date on which for the closing of the purchase and sale of the Put Shares shall take place (the “Put Closing DateClosing”), which such date shall be no earlier than ten (10) days but no later not less than thirty (30) days from or more than forty-five (45) days after the date of delivery of the Put Notice. On Such Put Election shall be irrevocable, unless Holder has obtained the written consent of the Company allowing a revocation. (c) The exercise price of the Put Option (the “Put Option Exercise Price”) shall be the average of the last closing sale price of the Common Stock on the primary market on which the Common Stock is then traded for the five (5) consecutive trading days ending on the trading day prior to the date the Put Notice is delivered to the Company. The Put Option Exercise Price shall be equitably adjusted for any stock split, reverse stock split, stock combination, stock dividend or before other similar transaction affecting the Common Stock as a whole occurring after the Put Notice is delivered to the Company but prior to the Put Closing. (d) Except as mutually agreed by the parties in writing, the Put Closing Dateshall take place on the date specified in the Put Notice. At or prior to the Put Closing: (i) If the Put Shares are represented by a certificate, Lender will Seller shall deliver to the Company the certificate(s) certificate representing the Put Shares Shares, registered in Seller’s name (duly endorsed for transfer by Lender or accompanied by duly executed stock powers an affidavit of loss and indemnification agreement in blank) and a form reasonably satisfactory to the Company shall tender to Lender in lieu of such certificate), together with an instrument of transfer for the Put Price Shares executed in cash blank with original signature from Seller, medallion guaranteed. (ii) If the Put Shares are represented by an entry, in Seller’s name, on the books and records of the Company’s transfer agent, Seller shall deliver an instrument of transfer for the Put Shares executed in blank with original signature from Seller, medallion guaranteed. (iii) The Company shall pay an amount equal to (A) the number of Put Shares, multiplied by (B) the Put Option Exercise Price, to Seller by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Seller in writing at least three (3) business days prior to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyClosing. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise (e) The grant of the Put Option pursuant to this Section 2 shall be conditioned upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionAcquisition Merger. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) At any time, and from time to Lender an time, between the Closing Date and the twenty (20)-month anniversary of the Closing Date (the “Put Period”), Purchaser shall have the option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate require Seller to repurchase any Put Option Loan, for any reason or no reason, at the Loan Value for such Put Option Loan on Purchaser’s books as of the date of repurchase. Purchaser shall exercise the Put Option by written notice to Seller, detailing the terms of the Put Option upon a Fundamental Transaction (as defined in Loan. Seller shall complete the Loan Agreement), as follows: The Company shall send written notice purchase of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than Put Option Loan within thirty (30) days prior Business Days of receipt of Purchaser’s written notice of exercise. (b) At the end of each calendar quarter during the Put Period, Purchaser shall pay to Seller with respect to each Put Option Loan interest equal to 0.5% (as calculated on an annualized basis) on the average balance of such Put Option Loan (the “Put Option Interest”), which average balance shall be calculated for each Put Option Loan by taking the average of (i) the balance of each such Put Option Loan as of the end of the quarter for which payment of Put Option Interest is due and (ii) the balance as of the end of the immediately preceding calendar quarter. At any time during the Put Period, upon five (5) calendar days’ notice to Seller, Purchaser shall have the option of irrevocably converting any Put Option Loan into a Transferred Loan. To the extent a Put Option Loan is either repurchased by Seller or converted to a Transferred Loan during a calendar quarter, Purchaser shall pay Put Option Interest on such repurchased or converted Put Option Loan for the quarter in which such repurchase or conversion is effective based on a Put Option Loan balance of zero only as of the end of the quarter for which payment of Put Option Interest is due. (c) If, during the Put Period, Purchaser exercises the Put Option with respect to any Put Option Loan and Seller fails, for any reason, to complete the purchase of such Put Option Loan within thirty (30) Business Days of its receipt of Purchaser’s written notice of exercise, Purchaser shall retain such Put Option Loan and shall have the absolute right to withdraw an amount equal to the date Loan Value from the Holdback Amount as compensation for Seller’s failure to repurchase such Put Option Loan (a “Put Option Claim”). At the conclusion of the proposed consummation Put Period, Purchaser shall release to Seller an amount equal to the Holdback Amount, less any amounts withdrawn to pay prior Put Option Loan Claims made under this Section 2.10(c), less an amount equal to the Loan Value of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate any Put Option Loan for which Purchaser has exercised the Put Option. Within fifteen (15) days , but for which the repurchase of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the such Put Option shall be deemed an intention to decline to accelerate the Put OptionLoan has not yet been completed. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby (a) Victory grants to Lender an option Chucktaylor the right (which will not be assignable or transferable to any other Person) to require Victory to purchase the Option Shares from Chucktaylor at the Put Option Price (the “Put Option”). (b) The Put Option may only be exercised once by Chucktaylor by delivering to sell all or any portion Victory written notice of Chucktaylor’s election to exercise the Issued Put Option and specifying therein the number of Option Shares to be purchased by Victory (the “Put SharesElection Notice”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during commencing upon a Victory Trigger Event and ending 30 days prior to the earlier to occur end of the following Put Option exercise periods Period. (the “Put Period”): (ac) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration The closing of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall will be of no further force or effect. The Put Option shall be exercisable by Lenderscheduled to occur within 90 days following Chucktaylor’s delivery to Victory of written notice the Put Election Notice; provided, however, that such closing will be extended for a period of time not to exceed an additional 45 days to enable Victory to obtain any necessary consents (including, without limitation, any consents from any of its lenders under Victory’s credit agreements) or make any filings with the Commission; provided further, however, that notwithstanding anything to the Company (the “Put Notice”). The Put Notice shall specify the date on which contrary herein, Victory, in its sole and absolute discretion, may elect not to consummate the closing of the purchase Put Option. On the Closing Date of the Put Shares shall take place Option, (the “Put Closing Date”), which such date shall be no earlier than ten (10i) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender Chucktaylor will deliver to Victory the Company the certificate(s) certificate or certificates representing the Put Shares (duly endorsed for transfer by Lender or Option Shares, accompanied by duly executed stock powers executed in blankblank and will otherwise take such action as Victory may determine in good faith is reasonably necessary in order to transfer to Victory good and marketable title to the Option Shares, free and clear of all claims, liens and encumbrances of any nature, and (ii) and the Company shall tender to Lender Victory will satisfy the Put Option Price in cash by wire transfer of in immediately available funds to an account at a bank designated in writing by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to Chucktaylor. (d) If Chucktaylor properly exercises the Put Option is an Obligation secured by the Collateral in accordance with this Section 6.02 and any related guarantees under the Loan Documents, and for so long as Victory does not consummate the Put Option is outstanding andwithin the time period set forth in Section 6.02, if exercisedVictory shall immediately forfeit the Call Option, the Put Price is not yet tenderedOption Period shall immediately terminate and the Standstill Termination Date shall immediately occur, the Lender’s right to receive the Put Price which collectively shall be secured the sole remedy of Chucktaylor for such failure by the Collateral and any related guarantees under the Loan Documents. Lender’s right Victory to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate consummate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, Executive shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units, pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify Executive of the occurrence of such event and Executive may elect to exercise the Qualified Disposition Put Notice. On or before Option by giving written notice to Holdings of such election, setting forth the Put Closing Datenumber of Common Units and/or Preferred Units to be repurchased by Holdings, Lender will deliver within 15 days after the date of delivery of Holdings' notice to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderExecutive. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, Executive shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.5 hereof, Holdings shall deliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder by (i) the Fundamental TransactionCoinmach Board without Cause or (ii) Executive for Good Reason, together with Executive shall have the right to require that Holdings repurchase all relevant information relating theretoClass C Preferred Units held by Executive pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"); provided, however, that Holdings shall only be obligated to repurchase Executive's Class C Preferred Units pursuant to the Termination Put Option at such time as the Holdings' Board, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Noticeits good faith judgment, Lender shall advise determines that the Company whether has sufficient assets to repurchase Executive's Class C Preferred Units without a material negative impact on the Lender has elected Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures). The purchase price for each Class C Preferred Unit pursuant to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, Executive may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Class C Preferred Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of Executive's written notice of election to exercise the Termination Put Option. At such closing, Executive shall deliver to Holdings the certificates representing the Class C Preferred Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.5 hereof, Holdings shall terminatedeliver to Executive the purchase price for such Class C Preferred Units by cashier's or certified check or wire transfer.

Put Option. The Company hereby grants to Lender an option (On the “Put Option”) to sell all or any portion first year anniversary of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000Original Issue Date and thereafter, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first each third monthly anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodthereof, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Holders shall have the right, but not at their sole discretion (the obligation"PUT RIGHT"), to accelerate require the exercise Company to prepay all or a portion of the then outstanding principal amount and interest under the Debentures by delivering to the Company a written notice (a "PUT NOTICE"), specifying therein the outstanding principal amount and interest subject to the Put Option upon Right. A date on which a Fundamental Transaction (Put Notice is delivered by a Holder is a "PUT DATE" and the 75th day following a Put Date, is a "PUT PAYMENT DATE." Subject to the right to deliver shares of Common Stock as defined described in the Loan Agreementimmediately following sentence, not later than the Put Payment Date, the Company will pay and deliver to the Holder exercising its Put Right, free of any claim of subordination, an amount of cash (in immediately available funds) equal to the sum of: (i) the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon (each as indicated in the Put Notice), as follows: and (ii) all other amounts, costs, expenses and liquidated damages then owing in respect of such principal amount (the "PUT PRICE"). The Company shall send may deliver a written notice of to the proposed Fundamental Transaction (“Fundamental Transaction Notice”) Holders no later than thirty (30) days 30 Trading Days prior to a Put Date (a "COMPANY NOTICE"), indicating therein its intention not to pay in excess of a maximum dollar amount in cash as part of any subsequent Put Price (the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen "MAXIMUM CASH AMOUNT") (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether may indicate in such Company Notice that the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option election contained therein shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Defaultcontinue for later periods until revised), in which event case, in response to a Put Notice, the Company shall: (i) pay to the Holder the Maximum Cash Amount, if any, no later than the Put Payment Date and (ii) deliver to the Holder not later than the third Trading Day following the applicable Put Payment Date a number of shares of Common Stock equal to the quotient obtained by dividing (A) the difference between the Put Price and the Maximum Cash Amount by (B) the lower of (x) the Conversion Price and (y) the average of the Per Share Market Values for the five Trading Days preceding the Put Date. The Company's rights and obligations (as applicable) to deliver shares of Common Stock pursuant to this Section 5 shall be added subject to the Obligations under provisions of Sections 4(a)(iv)(B), 4(b)(ii) and 4(b)(iii) hereof, respectively. If the Loan Agreement and secured by Company shall fail to timely deliver a Company Notice to the Collateral thereunderHolders, and shall the Company will be immediately due and payable required to Lender. 6.3 pay the entire Put Price in cash. If any portion of the Note is converted into Common Stock pursuant cash portion of the Put Price shall not be paid on or prior to the Loan DocumentsPut Payment Date, then, notwithstanding anything herein to the contrary, the Holder shall have the right to either (i) rescind the Put Option set forth hereinaboveNotice or (ii) convert all or a portion of the principal amount and interest under the Debentures previously subject to the Put Right at a conversion price equal to the lower of (x) the Conversion Price and (y) the average of the Per Share Market Values during the ten Trading Days immediately preceding either the Put Payment Date or the date the Holder rescinds the Put Notice, if not terminated by its terms herein, shall terminatewhichever is lower.

Put Option. The Company hereby grants to Lender an option (a) From and after the date hereof until the first (1st) anniversary of the date of the Original Put Agreement (the “"Expiration Date"), UBS shall have the right from time to time, upon written notice thereof, specifying the Tutopia Shares to be put (the "UBS Put Option”) Notice"), to sell put to the Company all or any portion of the Issued its Tutopia Shares (the “"Put Shares”Option") at a price per share equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Exchange Ratio. (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than Within ten (10) days but no later after each receipt of a UBS Put Notice, the Company shall promptly make an offer to all other holders of Tutopia Shares (other than Latin Guide, Inc.) who are parties to the Tutopia Stockholders Agreement, by written notice thereof, to purchase a Pro Rata Portion of the Tutopia Shares held by each such holder thereof at a price per share equal to the Exchange Ratio and on the other terms and conditions set forth herein. UBS and all such other holders of Tutopia Shares who deliver a put notice (collectively with the UBS Put Notice, the "Put Notices") to the Company within fifteen (15) days after receipt of a notice from the Company pursuant to this Section 2(b), shall be considered to have exercised the Put Option simultaneously as of the date the Company received the UBS Put Notice for purposes of this Agreement. (c) Within thirty (30) days from following the date of the a UBS Put Notice. On , the Company shall purchase or before the Put Closing Date, Lender will deliver cause one or more of its subsidiaries to purchase and each Seller (as defined below) shall sell to the Company the certificate(s) representing the Put Tutopia Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender put pursuant to the Put Option is an Obligation secured Notices (subject to the Sellers' complying with any rights of first refusal or other restrictions on transfer of such Tutopia Shares). (d) At the closing of a purchase of Tutopia Shares pursuant this Agreement (a "Closing"), UBS and each of the other holders of Tutopia Shares which accepted the offer to purchase made pursuant to Section 2(b) (collectively with UBS, the "Sellers") shall deliver the certificate or certificates representing the Tutopia Shares owned by such Seller to be sold to the Collateral Company, free and any related guarantees under clear of all liens and encumbrances (other than pursuant to the Loan DocumentsTutopia Stockholders Agreement), and for so long the Company, as payment therefor, will issue and deliver to such Seller the Put Option is outstanding andappropriate number of shares of IFX Preferred Stock in the form of a single certificate (or such greater number of certificates representing such shares as such Seller may request), if exercisedeach dated the date of Closing and registered in such Seller's name (or in the name of such Seller's nominee(s)). (e) At each Closing, the Put Price each Seller which is not yet tendered, then a party to the Lender’s right to receive Stockholders Agreement or the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Registration Rights Agreement (as such terms are defined in the Loan Preferred Stock Purchase Agreement), as follows: The Company ) shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior become a party to each such agreement by executing and delivering to the date Company a counterpart signature page thereof. In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall waive any further rights under the proposed consummation of Tutopia Stockholders Agreement (with respect to the Fundamental Transaction, together with all relevant information relating thereto, Tutopia Shares put) as a condition to participating in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt In the event that any Seller refuses or fails to become a party to such agreements or make such representation and warranty or otherwise fails to comply with all of the Fundamental Transaction Noticeobligations of a Seller hereunder, Lender then such Seller shall advise the Company whether the Lender has elected be deemed to accelerate have revoked the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the its Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right and shall not be waived if entitled to have its Pro Rata Portion of Tutopia Shares purchased by the Company at the Closing. Each Tutopia stockholder who is not exercised following an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company, appoint a prior Event of Default), in which event purchaser representative (as such term is defined under the Put Price shall be added Securities Act) reasonably satisfactory to the Obligations under the Loan Agreement Company and secured by the Collateral thereunder, and shall be immediately due and payable to Lendersuch stockholder. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company hereby grants (a) At any time during the Put Option Period, Otonomy may deliver a written notice (a “Put Notice”) to Lender an option IncuMed stating that it exercises it rights under this Article VI to transfer back to IncuMed all of the Transferred Assets (the “Put Option”) ). In the event Otonomy delivers a Put Notice to sell all or any portion IncuMed during the Put Option Period (the date of the Issued Shares (such delivery, the “Put SharesDate”): (i) Otonomy shall assign to IncuMed, and hereby does assign to IncuMed, contingent upon Otonomy’s delivery of the Put Notice to IncuMed during the Put Option Period and Otonomy’s receipt of funds pursuant to Section 6.1(a)(ii), all of Otonomy’s right, title and interest in and to the Company for a total purchase price Transferred Assets; (ii) The Escrow Agent shall release to Otonomy the full amount of $195,000the Escrow Fund, pro-rated for any portion thereof (and to the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or extent the Escrow Fund contains less than the entire balance of the outstanding Put SharesEscrow Amount, at any time during the earlier IncuMed shall pay to occur of the following Put Option exercise periods (the “Put Period”): Otonomy either (a) the ten (10) Business Day period commencing on difference between the first anniversary hereof, Escrow Amount and the amount actually in the Escrow Fund or (b) $[***] whichever is less; (iii) The Escrow Agent shall release to IncuMed all Reconveyance Documents signed by Otonomy upon Otonomy’s receipt of funds pursuant to Section 6.1(a)(ii); (iv) The Escrow Agent shall, simultaneously with the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration release of the Issued Shares is declared effective Reconveyance Documents to IncuMed pursuant to subsection (iii) above, release to Otonomy all Reconveyance Documents signed by the SEC . If not exercised during the Put Period, the Put Option IncuMed; and (v) Otonomy’s obligation to make any further payments pursuant to Section 2.3(a)(iii) shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company cease. (the “b) By delivering a Put Notice”). The Put Notice shall specify the date on which the closing of the purchase , Otonomy represents and warrants to IncuMed effective as of the Put Shares shall take place Date as provided on Exhibit C-2. (c) In the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to event the Put Option is an Obligation secured by exercised, Otonomy shall, at IncuMed’s sole cost and expense, afford IncuMed reasonable access during business hours to the Collateral and any employees of Otonomy with knowledge of the Transferred Assets so that they can describe to IncuMed the work Otonomy has performed related guarantees under to the Loan Documents, and for so long as Transferred Assets (it being understood that Otonomy’s employees will possess all material knowledge of the work Otonomy has performed related to the Transferred Assets). (d) In the event Otonomy does not deliver a Put Notice to IncuMed during the Put Option is outstanding andPeriod pursuant to Section 6.1(a) or delivers a Put Cancellation Notice, then on the Put Expiration Time or the Put Cancellation Time, as applicable, (x) the amounts remaining in the Escrow Fund, if exercisedany, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right released to exercise the Put Option shall not be transferred or assigned IncuMed, subject to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan AgreementSection 7.6(b), as follows: The Company shall send written notice of (y) the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Reconveyance *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionomitted portions. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Documents signed by Otonomy shall be deemed an intention released to decline to accelerate Otonomy, and (z) the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Reconveyance Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price signed by IncuMed shall be added released to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderIncuMed. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear and Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond during normal business hours at the specified office of the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of the Registrar specifying, in the case of a Registered Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Registrar for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Registrar in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.03 to 2.07 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms or Pricing Supplement as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms or Pricing Supplement (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms or Pricing Supplement in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms or Pricing Supplement, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms or Pricing Supplement). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Put Option. 6.2 In additionPaying Agent or the Registrar, notwithstanding as the foregoingcase may be, Lender shall have the right, but not the obligation, to accelerate the exercise for purposes of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.this Condition

Put Option. The Company hereby grants 8.1 Shareholder 2 shall have the right to Lender an option call upon Shareholder 1 to purchase all of the Shares held by Shareholder 2 in the event of a change of Control of Shareholder 1 or any company forming part of the same corporate group as Shareholder 1, whether such change of Control takes place on a direct or indirect basis (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with . 8.2 With respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by granted to Shareholder 2 in terms of clause 8.1 above, Shareholder 2 shall have the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option by sending the Exercise Notice (as defined in clause 8.3 below) and requiring Shareholder 1 to purchase all of its Shares in the Company at the Exercise Price and in accordance with the provisions of this clause 8. Shareholder 2 undertakes to sell its Shares subject to a Put Option to Shareholder 1 in accordance with the terms and conditions of this Agreement. 8.3 In the event that Shareholder 2 wishes to exercise the Put Option, Shareholder 2 shall not provide a notice in writing to this effect to Shareholder 1, which notice shall specify the number of Shares to be transferred acquired by Shareholder 1 pursuant to the Put Option and the Exercise Price (the “Exercise Notice”). 8.4 The Put Option shall be deemed exercised on the date of receipt of the Exercise Notice delivered by hand or assigned on the date of the first presentation by the postal service of the Exercise Notice (the “Exercise Date”). 8.5 Subject to any third party. 6.1 Notwithstanding regulatory consents or approvals which may be required, the foregoing, Lender completion of the Put Option and the transfer of title to the Shares held by Shareholder 2 to Shareholder 1 shall have the right, but not the obligation, to accelerate occur on a date following the exercise of the Put Option upon determined by Shareholder 2, being a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) date which is no later than thirty 15 days following the Exercise Date (30) days prior to the completion date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event being referred to as the “Completion Date”). 8.6 On the Completion Date, Shareholder 2 shall deliver to Shareholder 1 a share transfer instrument providing for the sale and purchase of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event legal and beneficial ownership of Default)the shares being sold with full title guarantee and free from any Encumbrance in accordance with the relevant terms set out in this Agreement, in which event duly signed and made out to Shareholder 1, together with the Put Price shall be added share certificates relating thereto and such other documents as Shareholder 1 may reasonably require to show good title to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall shares in question or to enable Shareholder 1 to be immediately due and payable to Lender. 6.3 If any portion registered as holder of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateshares in question.

Put Option. The Calculation Agent has the right to require the Company hereby grants to Lender an option repurchase all (but not less than all) of the Notes on October 15, 2003 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding October 15, 2003 (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) "Redemption Price"), by delivering written notice thereof to the Company for a total purchase price on behalf of $195,000, pro-rated for any portion thereof all (but not fewer than all) holders of the Notes (the “"Put Price”Notice"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Such Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but given no later than thirty 9:00 a.m. (30New York time) days from on October 8, 2003. The Calculation Agent shall give the date Put Notice if the holders of a majority in principal amount of the Notes request the Calculation Agent to give the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price Notice shall be added binding on all Noteholders; the Calculation Agent shall not give the Put Notice absent such request of the holders of a majority in principal amount of the Notes. In the event the Put Notice is timely given, the Company shall repurchase the Notes at the Redemption Price on October 15, 2003. IF REQUIRED BY THE CALCULATION AGENT, EACH HOLDER SHALL INDICATE ITS ELECTION TO HAVE THE CALCULATION AGENT DELIVER THE PUT NOTICE TO THE COMPANY BY DELIVERING WRITTEN NOTICE OF SUCH ELECTION TO THE CALCULATION AGENT BY NO LATER THAN 12:00 NOON (NEW YORK TIME) ON OCTOBER 6, 2003. RESET OF INTEREST RATE FOR FIXED RATE PERIOD If the Calculation Agent has not delivered the Put Notice to the Obligations Company in accordance with the terms set forth under "Put Option" above, the Loan Agreement Company and secured the Calculation Agent, on October 8, 2003, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the Fixed Rate Period. All references to specific hours are references to prevailing New York time. Each notice, bid or offer (including those given by the Collateral thereunder, Reference Dealers [as defined below]) shall be given telephonically and shall be immediately due and payable confirmed as soon as possible by facsimile to Lender. 6.3 If any portion each of the Note is converted into Common Stock pursuant to Calculation Agent and the Loan Documents, the Put Option Company. The times set forth hereinabovebelow are guidelines for action by the Company and the Calculation Agent, if not terminated by and each shall use its terms hereinbest efforts to adhere to such times. The Company shall use its best efforts to cause the Reference Dealers to take all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, shall terminateAND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS (AS DEFINED BELOW) IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (e) BELOW BY NOTIFYING THE CALCULATION AGENT OF SUCH ELECTION BY NO LATER THAN 9:35 A.M. (NEW YORK TIME) ON OCTOBER 8, 2003. IF THE CALCULATION AGENT HAS NOT RECEIVED WRITTEN ELECTION FOR THE SALE OF AT LEAST $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE NOTES TO THE FINAL DEALER OR FINAL DEALERS, THE CALCULATION AGENT SHALL SELECT PRO RATA FROM ALL HOLDERS NOTES IN A PRINCIPAL AMOUNT THAT, WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF NOTES FOR WHICH THE CALCULATION AGENT HAS RECEIVED A WRITTEN ELECTION TO SELL, WILL TOTAL $25,000,000, AND SHALL IMMEDIATELY NOTIFY SUCH HOLDERS OF SUCH SELECTION. THE HOLDERS OF SUCH RANDOMLY SELECTED NOTES SHALL SELL THEIR NOTES TO, AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (e) BELOW.

Put Option. The 6.1 Subject to the requirements of law, the Company hereby grants to Lender an option the Seller Parties the right for the Seller Parties to require that the Company purchase or redeem for cash from the Seller Parties all of the Shares and CPECs held by the Seller Parties (the “Put Option”) to sell all or ). 6.2 The Put Option shall only be exercisable by the Seller Parties in the event that any portion member of the Issued Shares Group enters into an agreement for: (i) the Transfer of the trademarks “▇▇▇▇▇ ▇▇▇▇” and/or “Zhuravli” to a third party, but only if such trademarks contribute (at the closing of any such disposal) (i) individually to more than 35% of GCAM (as defined in the SPA) of the Group or, (ii) if sold together, collectively to more than 45% of GCAM of the Group, or (ii) a Change of Control of [Lion/Rally Lux 2 S.à ▇.▇], [Lion/Rally Lux 3 S.à ▇.▇] or [Lion/Rally Cyprus 1], (each a “Put SharesOption Disposal”), and (in those circumstances only) to shall be exercisable as follows. 6.3 The Company shall notify the Seller Parties in writing as soon as reasonably practicable after the entry into by any member of the Group of an agreement for a Put Option Disposal. Within 10 Business Days after the date of such notice, the Seller Parties shall notify the Company for and the Lion Parties in writing if they intend to exercise the Put Option (a total purchase “Put Option Intention Notice”). 6.4 The price of $195,000the Shares and CPECs to be purchased or redeemed by the Company on completion of the Put Option shall be fair market value (based on a normalised level of working capital) of those Shares and CPECs determined as follows. In the event that a Put Option Intention Notice is validly served by the Seller Parties, pro-rated for any portion thereof the Company shall instruct an investment bank or accounting firm of international repute to carry out such valuation as soon as reasonably practicable after the service of the Put Option Intention Notice. 6.5 If, following receipt of such valuation, the Seller Parties intend to proceed with completion of the Put Option, the Seller Parties shall serve notice in writing upon the Company and the Lion Parties within 10 Business Days after receipt of such valuation of their intention to do so (the a “Put PriceOption Exercise Notice”). The In the event that a Put Option may be exercised with respect to any amount that Exercise Notice is equal to or less than the entire balance not validly served following service of the outstanding Put Shares, at any time during the earlier to occur of the following a Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodIntention Notice, the Put Option shall terminate lapse. 6.6 In the event that a Put Option Exercise Notice is validly served, the Company and the Seller Parties shall be of no further force or effect. The obliged to complete the Put Option conditional upon, but only upon, completion of the Put Option Disposal. 6.7 The Company shall be exercisable purchase or redeem all Shares and CPECs held by Lender’s delivery of written notice to the Company Seller Parties (the “Put NoticeOption Securities”). The Put Notice shall specify the date on which the closing . 6.8 Completion of the purchase or redemption by the Company of the Put Shares shall take place Option Securities will occur within twenty (20) Business Days of the “later of (i) service of a Put Closing Date”), which such date shall be no earlier than ten Option Exercise Notice and (10ii) days but no later than thirty (30) days from the date completion of the Put Notice. On or before Option Disposal and on such completion of the Put Closing Date, Lender will Option Disposal: 6.8.1 the Seller Parties shall deliver to the Company duly executed transfers in favour of the certificate(s) representing Company in respect of the Shares and CPECs subject to the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers Option, together with share certificate(s), if any, evidencing title to such Put Option Securities; and 6.8.2 against delivery in blank) and accordance with Clause 6.8.1, the Company shall tender pay to Lender the Put Price Seller Parties, in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that on the Company’s obligation to purchase date of completion, the Issued Shares from Lender pursuant sum equal to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise fair market value of the Put Option upon a Fundamental Transaction Securities (as defined determined in the Loan Agreementaccordance with Clause 6.3 above), as follows: . 6.9 The Company and the Shareholders shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior do all such acts and/or execute all such deeds and documents in a form satisfactory to the date of Seller Parties as it may reasonably require to give effect to the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise transfer of the Put Option following an Event Securities pursuant to this clause. 6.10 The fees of Default any investment bank or accounting firm appointed under this Clause 6 shall be shared 50% by the Loan Documents (which acceleration right shall Company and 50% by the Seller Parties who are exercising their Put Options, save in the event that a Put Option Exercise Notice is validly served by the Seller Parties but the Put Option Disposal does not be waived if not exercised following a prior Event of Default)complete, in which event the Put Price such fees shall be added to the Obligations under the Loan Agreement and secured payable by the Collateral thereunderCompany. Under this Clause 6.10, and any fees payable by the Company may be paid either by the Company or by one or more of its subsidiaries, as the Company shall be immediately due and payable to Lenderdirect. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender If the Parent is not listed on the New York Stock Exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the American Stock Exchange or the Philadelphia Stock Exchange (each, an option “Acceptable Exchange” and together the “Acceptable Exchanges,” which, for the sake of clarity, do not include the over-the-counter securities market operated by Pink Sheets, LLC) within eighteen (18) months of the Closing, the Purchaser shall have the right (the “Put Option”) ), exercisable at its sole option, to sell all require the Parent to purchase the Warrant or any portion of Warrant Shares at the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion Fair Market Value thereof (the “Put Option Price”). The Put Option may , provided, however, that if the Common Stock is not listed on an Acceptable Exchange, Fair Market Value shall be exercised with respect to any amount that is equal to or less than the entire balance determined by mutual agreement of the outstanding Put SharesPurchaser and the Parent, at any time during the earlier or pursuant to occur an independent valuation of the following Put Option exercise periods Parent and its Subsidiaries and their respective businesses prepared by an investment banking firm of recognized national standing selected by the mutual written agreement of the Parent and the Purchaser. If the Parent and the Purchaser are unable to mutually agree upon any such investment banking firm within ten (10) days after the “Put Period”): date upon which the right or obligation to select an investment banking firm arises, each of the Purchaser and the Parent shall, within three (a3) Business Days thereafter, select one investment banking firm, and the two (2) selected firms shall, within three (3) Business Days after their selection, select a third investment banking firm which shall make the relevant determination (which determination shall be final and binding) within ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Days of the Issued Shares is declared effective by submission of this matter to such third firm, provided however, that, in determining the SEC Fair Market Value per share of Common Stock, such investment banking firm shall not give effect or take into account any “minority discount,” but shall value the Parent and its Subsidiaries and their respective businesses in their entirety on an enterprise basis using any variety of industry recognized valuation techniques commonly used to value businesses. If not exercised during the Purchaser wishes to exercise the Put PeriodOption, it shall furnish to the Parent a written notice notifying the Parent of its election to exercise the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the Put Noticedate of purchase. On or before Upon the Put Closing Datereceipt by the Parent of such written notice, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company Parent shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation be obligated to purchase from the Issued Holder, on such specified date of purchase, such Warrant Shares from Lender pursuant to at the Put Option Price, regardless of whether the Warrant is an Obligation secured exercised at such time; provided, however, that if the Warrant has not been fully exercised prior to receipt by the Collateral and any related guarantees under the Loan DocumentsParent of such written notice, and for so long as then the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured reduced by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the rightWarrant Purchase Price, but only to the extent that this Warrant has not been exercised. The Parent shall bear all costs and expenses incurred in connection with the obligation, to accelerate determination of the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement such determination and secured any legal fees and expenses incurred by the Collateral thereunderPurchaser in connection with such determination, provided, however, that the Purchaser shall bear all such costs and shall be immediately due and payable to Lender. 6.3 If expenses if, after the Purchaser challenges or disputes any portion of fair market value determination by the Note is converted into Common Stock Parent, the difference between (a) the Fair Market Value determined pursuant to the Loan Documents, the Put Option valuation procedures set forth hereinabovein this Section 6.1 and (b) the fair market value determined by the Parent, if not terminated is less than five percent (5.0%) of the fair market value determined by its terms herein, shall terminatethe Parent.

Put Option. (a) At any time prior to the [***] of the Initial Closing Date, Sprint may from time to time elect to put any or all of the Spectrum to Operator by providing notice (a "Put Notice") to Operator informing Operator of Sprint's intent to exercise its put rights and identifying the amount of Spectrum to be transferred. The Company hereby grants price paid by Operator to Lender an Sprint upon the closing of such put option (the “"Put Option”Price") will be (i) if the Put Notice is sent prior to sell the [***] of the Initial Closing SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 63 Date, [***] multiplied by the number of MHz Households covered by the Put Spectrum, or (ii) if the Put Notice is after the [***] of the Initial Closing Date an amount equal to (A) [***] multiplied by the number of MHz Households covered by the Put Spectrum, less (B) the sum, after taking into effect any credits which Operation has received with respect to such Put Spectrum, of the Monthly Fees attributable to such Put Spectrum, the Primary Lease Fees attributable to such Put Spectrum, that proportion of the Initial Fee attributable to such Put Spectrum, and Market Closing Payments paid with respect to the Put Spectrum. An example of the computation of the Put Price after the [***] of the Initial Closing Date is set forth as Schedule 17.2(a). Each Put Notice will identify the amount of Spectrum that Sprint intends to put for such Closed Market. The amount of Spectrum which Sprint will put pursuant to this Section 17.2 will be determined as of the date of such Put Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Spectrum for a given market which Sprint will put to Operator pursuant to this Section 17.2 is herein referred to as "Put Spectrum". If the Put Notice occurs after the [***] of the Initial Closing Date, Sprint may not put any Spectrum to Operator that is subject to a Primary Lease unless at least one year is remaining of the last term (including any renewals) of the Primary Lease. (b) If Sprint elects to put less than all of the Spectrum in a given Closed Market, for a period not to exceed 30 days following the Put Notice, the Parties will negotiate in good faith to determine the identity of the Spectrum which will be Put Spectrum. (c) If the Parties do not reach agreement as to the identity of the Put Spectrum pursuant to Section 17.2(b), then (i) Sprint will divide the Spectrum for such Closed Market into no more than [***] with each containing approximately (within plus or minus 2% of an equal amount) an equal amount of Spectrum (on a MHz Household basis) and will send Operator notice of the Spectrum Groupings, and (ii) no later than 30 days after receipt of such notice, representatives of Operator and Sprint will meet at a mutually agreed upon location or telephonically and the parties will alternately select (with Operator selecting first) Spectrum Groupings until Sprint has selected the amount of Spectrum identified in the Put Notice, and such Spectrum selected by Sprint will constitute the Put Spectrum. The Parties acknowledge the difficulty in dividing the Spectrum in any given Closed Market in a manner that creates equal Spectrum Groupings and recognize that it is likely Spectrum Groupings will not be exactly equal in terms of MHz Households. (d) Following the Put Notice, Sprint and Operator will negotiate in good faith to reach agreement as to the transaction documents based substantially upon the terms and conditions specified in the term sheet (the "Put/Call Term Sheet") attached as Exhibit G. No later than 10 days following the date on which the identity of the Put Spectrum is determined pursuant to Section 17.2 (a), (b) and (c): (i) Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's SPRINT PROPRIETARY INFORMATION EXECUTION VERSION consent to an assignment of the Sprint Authorizations to Operator for any Put Spectrum (each, a "Put Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Put Assignment Application, or if the FCC grants any Put Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Assignment Application or grants any Put Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d)(i), including all application fees imposed by the FCC on the filing of any Put Assignment Application and all legal fees incurred in the preparation and prosecution of any Put Assignment Application. (ii) To the extent that FCC consent is required for the assignment of any leases of any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Primary Leases of any Put Spectrum which is Leased Spectrum (a "Put Leased Spectrum Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Leased Spectrum Assignment Application without conditions materially adverse to Sprint or Operator, If any person petitions the FCC to deny any Put Leased Spectrum Assignment Application, or if the FCC grants any Put Leased Spectrum Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Leased Spectrum Assignment Application or grants any Put Leased Spectrum Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section SPRINT PROPRIETARY INFORMATION EXECUTION VERSION (iii) To the extent that notice to the FCC is required prior to the assignment of any Primary Lease for any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare and timely file all notification forms and related exhibits, certifications and other documents necessary to notify the FCC in advance of the assignment of the Primary Lease for Put Spectrum (a "Put Leased Spectrum Assignment Notification"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to respond to any FCC inquiry or any portion third party petition or complaint regarding the assignment of the Issued Shares lease of such Leased Spectrum in support of such assignment without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such assignment before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any assignment of the Primary Lease for any Leased Spectrum that is the subject of a Put Leased Spectrum Assignment Notification or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d), including all application fees imposed by the FCC on the filing of any Put Leased Spectrum Assignment Notification and all legal fees incurred in the preparation and prosecution of the notification. (e) If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Notice through the date on which the Parties determine the identity of the Put Spectrum as set forth above, Operator will not, without Sprint's prior consent, make any material modifications or changes in the operation of the Spectrum in a Closed Market which is the subject of a Put Notice or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to such Spectrum unless such modifications are required by contractual or regulatory deadlines. If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Notice until the date on which the Parties close the put (the “"Put Shares”) Closing"), Operator will not, without Sprint's prior consent, not to be unreasonably withheld, conditioned or delayed, make any material modifications or changes in the operation of the Put Spectrum or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to the Company for a total purchase price of $195,000, pro-rated Put Spectrum. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 66 (f) The Put Closing for any portion thereof (the “Put Price”). The Put Option may be exercised given Closed Market with respect to any amount that is equal to or less than Put Spectrum which does not require the entire balance of FCC's consent for the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing transfer contemplated herein will take place on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify 30 days following the date on which the closing of the purchase identity of the Put Shares shall Spectrum is determined pursuant to Sections 17.2(a), (b), and (c); provided, however, that to the extent prior notification to the FCC is required before the assignment of a Primary Lease, the Put Closing will not occur until the prior notification period established by the FCC Rules will have run and, at Sprint's sole option, if the FCC initiates an inquiry or any person submits a complaint or petition challenging the lease assignment, the FCC will have affirmed the lease assignment by Final Order. The Put Closing for any given Closed Market with respect to any Put Spectrum which is the subject of a Put Assignment Application or a Put Lease Assignment Application, will take place not later than 30 days following the FCC's grant of such application and such grant becoming a Final Order. (g) At the “Put Closing Date”)Closing, Sprint will assign all of its right, title and interest in the Sprint Authorizations and Primary Leases (as applicable) for the Put Spectrum to Operator and Operator will pay Sprint the Put Price in immediately available funds. Operator will have the option to buy any Sprint Transmission Equipment which is owned by Sprint and is used solely in connection with the Put Spectrum for its fair market value as determined pursuant to Section 17.4. Operator may exercise such date shall be no earlier than ten (10) days but option by providing written notice of its intent to do so no later than thirty 20 days following the Put Notice. If Operator elects to exercise such option, at the Put Closing, Operator will pay Sprint the fair market value of such Sprint Transmission Equipment and Sprint will deliver to Operator a ▇▇▇▇ of sale, without warranty, delivering title to such Sprint Transmission Equipment to Operator. Notwithstanding anything to the contrary contained herein, to the extent that any Put Closing applies to all Spectrum in a given Closed Market, the applicable Tower Sublease for such Closed Market will remain in effect notwithstanding any provision set forth therein stating that such Tower Sublease will terminate upon termination of this Agreement. (30h) days from Effective as of the Put Closing with respect to any Put Spectrum, (i) such Put Spectrum will no longer be considered Spectrum for purposes of this Agreement, and (ii) any Primary Lease which governs the use of any such Put Spectrum will no longer be a Primary Lease for purposes of this Agreement. Effective as of the Put Closing with respect to any Put Spectrum, on a going forward basis the Monthly Fee will be reduced by an amount equal to the then current Monthly Fee multiplied by a fraction, the numerator of which is the MHz Households for the Put Spectrum as of the date of the Put Notice. On or before Closing, and the denominator of which is the MHz Households for all Proposed Spectrum as of the Effective Date. (i) Following the Put Closing Datewith respect to any Put Spectrum, Lender Operator and Sprint will deliver provide the FCC with such notification forms and related exhibits, certifications and other documents as are required by the FCC Rules within the time period afforded by the FCC Rules. Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such additional SPRINT PROPRIETARY INFORMATION EXECUTION VERSION notices as may be required or requested by the FCC or as may be appropriate to respond to any post-Put Closing FCC inquiry or any third party petition or complaint regarding the Company transfer of such Put Spectrum in support of such transfer without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such transfer before the certificate(s) representing FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any transfer of Put Shares (duly endorsed for transfer Spectrum or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by Lender or accompanied by duly executed stock powers in blank) such adversely affected Party, such Party and the Company shall tender other relevant Party will use their Efforts to Lender secure reconsideration or review of such action. Each Party will be responsible for the Put Price in cash by wire transfer payment of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree one-half of all Costs that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured Parties incur in connection with their performance under this Section 17.2(i), including all fees imposed by the Collateral FCC on the filing of any notification and any related guarantees under all legal fees incurred in the Loan Documents, preparation and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise prosecution of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionnotification. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) If an IPO or a HK IPO has not been consummated by the Company hereby grants on or prior to Lender three and one-half (3-1/2) years after the Effective Date, each of the Original Other Shareholders shall have an option (the “each, a "Put Option”") to sell all require CNCHK to purchase a number of Shares equal to the lesser of (i) the total number of Shares it holds and (ii) the number of Shares it originally purchased pursuant to Section 4.01(b) plus the number of Shares subsequently purchased or received from any portion other Original Other Shareholder or an Affiliate of an Original Other Shareholder (in each case adjusted for any share splits, reverse share splits, share subdivisions, share consolidations, bonus issues, share dividends, reclassifications, rights offerings, dilutive offerings of equity or equity-linked securities or other events having similar effect) at a price per Share (the "Exercise Price") equal to the higher of (x) fifty percent (50%) of the Issued Shares Original Purchase Price and (the “Put Shares”y) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof Fair Market Value determined in accordance with Section 8.07. (the “Put Price”). The b) A Put Option may be exercised with respect to any amount that is equal to or less than the entire balance only once by each of the outstanding Put Shares, at any time Original Other Shareholders during the earlier to occur of six (6) month period from three and one-half (3-1/2) years after the following Effective Date (the "Put Option Period"), provided, that a Put Option is not exercisable by an Original Other Shareholder if an IPO or a HK IPO is consummated prior to such Original Other Shareholder delivering written notice of its intention to exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodOption. Any Original Other Shareholder desiring to exercise its Put Option (each being, a "Selling Shareholder") shall, prior to the expiration of the Put Option shall terminate and shall be of no further force or effect. The Period deliver a written notice (the "Put Option shall be exercisable by Lender’s delivery Notice") to CNCHK stating its intention to exercise its Put Option and identifying the total number of written notice Shares it desires to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from sell to CNCHK as at the date of the Put NoticeOption Notice (which shall be payable exclusively in U.S. Dollars in cash (unless otherwise agreed)). (c) The sale of the Shares identified in a Put Option Notice shall be completed on a date mutually agreed upon by CNCHK and the Selling Shareholder delivering such Put Option Notice and, in any event within seven (7) Business Days after the date of the Fair Market Value determination at such reasonable time and place that CNCHK and such Selling Shareholder agree. On or before At the completion of such sale, the Selling Shareholder shall, against payment of the Exercise Price multiplied by the number of Shares identified in the Put Closing DateOption Notice, Lender will deliver to CNCHK such certificate or certificates evidencing all the Company the certificate(s) representing Shares identified in the Put Option Notice, free and clear of all Encumbrances. CNCHK shall pay in U.S. Dollars an amount equal to the Exercise Price multiplied by the number of Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers identified in blank) and the Company shall tender to Lender the Put Price in cash Option Notice by wire transfer of in immediately available funds to an the bank account at a bank designated by Lenderthe Selling Shareholder at least three (3) Business Days prior to such date of completion. The Company and Lender acknowledge and agree that If the Company’s Selling Shareholder does not deliver to CNCHK such certificate or certificates evidencing all the Shares identified in the Put Option Notice, the obligation of CNCHK to purchase the Issued Shares from Lender and the obligation of the Selling Shareholder to sell the Shares pursuant to the Put Option is an Obligation secured by Notice from the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price Selling Shareholder shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyterminated. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) In the event of a Termination Event or immediately prior to Lender an option a Termination Event, the Limited Partner shall have the right (the “Put OptionRight”) to sell all or any a portion of the Issued Shares its Limited Partnership Interest (the “Put SharesInterest”) to the Company Partnership for cash, at a total purchase price of $195,000, pro-rated for any portion thereof (equal to the “Put Price”fair market value as set forth in Section 9.7(c). The Put Option may be exercised with respect Limited Partner may, in its sole discretion, elect to any amount that take the consideration offered in the Termination Event if it is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effectequity in an entity. The Put Option Right shall be exercisable by Lender’s delivery of written exercised pursuant to a notice to the Company (the “Put Notice”)) delivered by the Limited Partner to the General Partner. The An assignee of a Limited Partner shall receive the Put Notice shall specify Right set forth in this Section 9.7. In connection with any exercise of such Put Right by an assignee of a Limited Partner, the date on which the closing of the purchase Fair Market Value of the Put Shares Interest shall take place (be paid by the “Put Closing Date”), Partnership directly to such assignee and not to the Limited Partner from which such date shall be no earlier than ten assignee acquired its Put Interest. (10b) Within 30 days but no later than thirty (30) days from after the date delivery of the Put Notice. On or before Notice by the Put Closing Date, Lender will deliver Limited Partner to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees General Partner under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Section 9.7, the Put Price is not yet tendered, Partnership shall transfer and deliver the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise fair market value of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement)Interest to such Limited Partner or, as follows: The Company applicable, its assignee, whereupon the Partnership shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate acquire the Put Option. Within fifteen Interest of such Limited Partner or, as applicable, its assignee, and such Put Interest shall no longer be considered outstanding. (15c) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise The value of the Put Option. Lender’s failure Interest being sold pursuant to timely notify the Company of Lender’s intention to accelerate the Put Option this Section 9.7 shall be deemed an intention equal to decline the amount the Limited Partner would have received if all of the assets of the Partnership were sold at the Transaction Value, (or at their fair market value if there was no Termination Event) all liabilities of the Partnership were paid in full and all remaining funds were distributed to accelerate the Partners in accordance with this Agreement. The fair market value of a Put Option. 6.2 In addition, notwithstanding Interest shall be determined by agreement between the foregoing, Lender shall have Partnership and the right, but Limited Partner. If the Partnership and the Limited Partner cannot agree upon the obligation, to accelerate the exercise fair market value of the Put Option following an Event of Default under Interest being sold pursuant to this Section 9.7 within 30 days, the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price fair market value thereof shall be added to the Obligations under the Loan Agreement and secured determined by an independent appraiser selected by the Collateral thereunder, Limited Partner and shall be immediately due and payable to Lender. 6.3 If any portion approved by the Partnership. The decision of the Note is converted into Common Stock appraiser selected pursuant to this Section 9.7 will be final and binding and may be enforced by legal proceedings. The Partnership and the Loan Documents, Limited Partner shall equally compensate the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateappraiser appointed pursuant to this Section 9.7.

Put Option. The Company hereby grants (a) At any time during the Put Period or any Default Period occurring prior to Lender an option the Put Period, Quantum shall have the one-time right (the “Put OptionRight”) to sell all or any portion cause ZaZa to purchase all, but not less than all, of Quantum’s Percentage Interest in (i) the Issued Shares Oil and Gas Assets originally acquired by Quantum from ZaZa pursuant to the Acquisition Agreement and that are still owned by Quantum on the date the Put Notice is delivered (the “Put SharesSpecified Original Assets”) to and (ii) any Additional Interests and Options Acreage acquired after the Company for a total purchase price of $195,000, pro-rated for any portion thereof Closing Date that are still owned by Quantum on the date the Put Notice is delivered (the “Put Price”). The Put Option may be exercised Additional Assets,” and together with respect to any amount that is equal to or less than the entire balance of the outstanding Put SharesSpecified Original Assets, at any time during the earlier to occur of the following Put Option exercise periods (the “Specified Put PeriodAssets”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of a written notice to the Company (the “Put Notice”). The ) to ZaZa, which notice shall state that Quantum is exercising the Put Notice shall specify Right pursuant to this Section 2.6, for an amount in cash equal to the date sum of (x) the Allocated Value (as defined in the Acquisition Agreement) of the Specified Original Assets, (y) the aggregate Extension and Renewal Costs actually paid by Quantum (and not by ZaZa on which behalf of Quantum) in connection with the Specified Put Assets from the Closing Date through the closing of the purchase transaction contemplated by the exercise of the Put Shares shall take place Right and (z) the aggregate Acquisition Costs paid by Quantum with respect to any Additional Assets (such sum, the “Put Closing DatePurchase Price”), which such date . Quantum shall be no earlier than ten prohibited from Transferring any right, title or interest in and to the Specified Put Assets following the delivery of the Put Notice. (10b) days but The closing of the Put Right shall occur no later than thirty (30) days from 20 Business Days after the date delivery of the Put Notice. On or before At the closing of the Put Closing DateRight, Lender will deliver ZaZa and Quantum shall execute such documents as are reasonably necessary to evidence the transfer of the Specified Put Assets to ZaZa in accordance with this Section 2.6, in which Quantum shall make customary fundamental representations and warranties regarding existence and qualification, power, authorization and enforceability and non-contravention and the following representations and warranties with respect to the Company Specified Put Assets: (a) a special warranty of title to the certificate(sSpecified Put Assets (other than customary permitted encumbrances) representing by, through and under Quantum but not otherwise, (b) compliance with the EOG JOA and the EOG Development Agreement (but, in the case of the EOG Development Agreement, only with respect to the terms by which Quantum has agreed in writing with EOG to be bound) and any other contracts to which Quantum is a named party and related to the Specified Put Assets, (c) compliance with laws, (d) taxes and (e) absence of litigation, and ZaZa shall transfer to Quantum the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Purchase Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyQuantum in writing. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) If, at any time prior to the second anniversary of the date of this Agreement, Purchaser is terminated by the Company hereby grants or any of its Subsidiaries without Cause or Purchaser resigns for Good Reason (a “Termination”), Purchaser may elect to Lender an option require the Company to repurchase all, but not less than all, of the Purchased Units pursuant to the terms and conditions set forth in this Section 9 (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or . (b) If Purchaser exercises the ten Put Option, the purchase price for each Purchased Unit shall be the Original Cost for such Purchased Unit. (10c) Business Day period commencing on Purchaser may elect to cause the date which is nine (9) months after the date that the registration statement for the registration Company to purchase all, but not less than all, of the Issued Shares is declared effective Purchased Units by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of delivering written notice to the Company (the “Put Notice”). The ) to the Company and MDCP during the 30 day period following the date of the Termination (it being understood and agreed that the Put Option shall expire and no longer be exercisable if Purchaser does not deliver a Put Notice to the Company within 30 days following the Termination). (d) MDCP may elect to purchase any number of the Purchased Units by delivering written notice to the Company within 30 days after receipt of the Put Notice from Purchaser. If for any reason MDCP does not elect to purchase all of the Purchased Units, the Company shall specify purchase all remaining Purchased Units. As soon as practicable, and in any event within 30 days after the date on which expiration of such 30-day period, the Company shall notify Purchaser and any other holder(s) of Purchased Units as to the number of Purchased Units being purchased from Purchaser by each of MDCP and the Company (the “Repurchase Notice”). (e) The closing of the purchase of the Put Shares Purchased Units shall take place (on the “Put Closing Date”)date designated in the Repurchase Notice, which such date shall not be no earlier more than ten (10) 120 days but no later than thirty (30) days from after the date Termination Date. Each of the Put Notice. On or before Company and MDCP shall pay for the Put Closing Date, Lender will deliver to Purchased Units that each of the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation MDCP, as applicable, are to purchase the Issued Shares from Lender pursuant to the Put Option is by delivery of a check or wire transfer of funds in an Obligation secured amount equal to the Company’s and MDCP’s, as applicable, portion of the purchase price for such Purchased Units. In addition, the Company and MDCP may pay the purchase price for such Purchased Units by offsetting amounts outstanding under any indebtedness or obligations owed by Purchaser to the Company or any of its Subsidiaries or MDCP. MDCP and the Company shall be entitled to receive customary representations and warranties from the Purchaser (and any other holder(s) of Purchased Units, as applicable) regarding such sale of Purchased Units (including representations and warranties regarding good title to such Purchased Units, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all purchases of Purchased Units by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right Company pursuant to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention subject to decline applicable restrictions contained in the Delaware Limited Liability Company Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If (i) any such restrictions prohibit the purchase of Purchased Units which the Company is required to accelerate make or (ii) the Put Option. 6.2 In additionCompany determines in its sole discretion that, notwithstanding as a result of limitations contained in the foregoingCompany’s and its Subsidiaries’ debt and equity financing agreements, Lender consummating the purchase of the Purchased Units hereunder would interfere with the Company’s consummation of any other current or expected purchases of Common Units from any current or former director, officer, employee or consultant of the Company or its Subsidiaries, then the Company shall deliver written notice to Purchaser (a “Notice of Postponement”) that the time periods provided in this Section 9 shall be suspended, and the Company may make such purchases at the applicable purchase price therefor, plus interest thereon calculated from the last day such Purchased Units were eligible for repurchase pursuant to Section 9(e) until the date of repurchase at a rate per annum equal to the then applicable federal rate as published by the Internal Revenue Service pursuant to Section 1274(d) of Internal Revenue Code, as soon as it is permitted to do so under such restrictions. If the Company delivers a Notice of Postponement pursuant to this Section 9(f), then Purchaser shall have the right, but not the obligation, right to accelerate withdraw his or her Put Notice and cancel the exercise of the Purchaser’s Put Option by delivering written notice of the same to the Company within 30 days following an Event the delivery of Default under the Loan Documents (which acceleration right Notice of Postponement; provided that, if Purchaser so elects to withdraw Purchaser’s Put Notice, Purchaser shall not be waived if not exercised following a prior Event of Default), in which event the entitled to deliver another Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If Notice or otherwise exercise any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatethereafter.

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, Executive shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units, pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify Executive of the occurrence of such event and Executive may elect to exercise the Qualified Disposition Put NoticeOption by giving written notice to Holdings of such election, setting forth the number of Common Units and/or Preferred Units to be repurchased by Holdings, within 15 days after the date of delivery of Holdings' notice to Executive. On or before In the event of the exercise of a Qualified Disposition Put Closing DateOption, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) CSC and the Company shall tender will, subject to Lender the terms of any of their then outstanding indebtedness be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Executive Units subject to the Qualified Disposition Put Price Option, in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderorder that Holdings can satisfy its obligations under such Qualified Disposition Put Option. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, Executive shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.6 hereof, Holdings shall deliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder (i) by the Coinmach Board (in the case of employment with the Company) or by the CSC Board (in the case of employment with CSC), in each case without Cause, or (ii) by Executive for Good Reason, Executive shall have the right to require that Holdings repurchase all Units of each class of Executive Units held by Executive pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"), and in the event the Termination Put Option is exercised, CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Fundamental Transaction, together with all relevant information relating theretoExecutive Units subject to the Termination Put Option, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the order that Holdings can satisfy its obligations under such Termination Put Option. Within fifteen (15) days of Lender’s receipt of ; provided, however, that Holdings shall only be obligated to repurchase Executive's Executive Units pursuant to the Fundamental Transaction NoticeTermination Put Option at such time as the CSC Board, Lender shall advise in its good faith judgment, determines that the Company whether and/or CSC (as the Lender case may be) has elected sufficient assets to accelerate repurchase Executive's Executive Units without a material negative impact on CSC's and/or the exercise Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures of such parties). The purchase price for each Executive Unit pursuant to the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, Executive may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Executive Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of Executive's written notice of election to exercise the Termination Put Option. At such closing, Executive shall deliver to Holdings the certificates representing the Executive Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.6 hereof, Holdings shall terminatedeliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer.

Put Option. (a) The Company Purchaser Shareholder hereby irrevocably grants to Lender an option the Seller Shareholder (and any Permitted Transferee thereof that acquires Shares pursuant to and in compliance with Article V) the right, but not the obligation (the “Put Option”), subject to the terms and conditions set forth in this Section 6.1, to sell to Purchaser Shareholder (or its successor or Permitted Transferee) and to require Purchaser Shareholder (or its successor or Permitted Transferee) to sell purchase, all or any portion (but not less than all) of the Issued Shares beneficially owned by Seller Shareholder and/or its Affiliates and Permitted Transferees (the “Put Shares”). (b) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time; provided that if at such time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodJoint Venture Agreement remains in full force and effect, the Put Option shall terminate not be exercised by Seller Shareholder unless Moët ▇▇▇▇▇▇▇▇ International shall have given its prior written consent to such exercise and shall have irrevocably waived any call option or termination rights arising under the Joint Venture Agreement or any right of first refusal over the Put Shares. (c) The price at which the Put Option shall be of no further force or effect. exercised and the Purchaser Shareholder shall be obligated to purchase the Put Shares (the “Exercise Price”) shall be calculated in the manner set forth on Schedule 1. (d) The Put Option shall be exercisable exercised, if at all, by Lender’s the delivery by Seller Shareholder of a written notice to the Company (the “Put Notice”). ) to Purchaser Shareholder, provided that if the Put Option is being exercised at any time the Joint Venture Agreement remains in full force and effect, the Seller Shareholder shall attach evidence in a form reasonably satisfactory to Purchaser Shareholder that Moët ▇▇▇▇▇▇▇▇ International has waived its call option, termination rights and rights of first refusal under the Joint Venture Agreement. (e) The Put Notice shall specify the date on which the closing of the sale and purchase of the Put Shares shall take place (the “Put Closing DateClosing”), which such date ) shall be no earlier than ten subject to the receipt by Purchaser Shareholder of any material regulatory approvals from any Governmental Authority of competent jurisdiction, including, without limitation, the Russian Federal Antimonopoly Service. (10f) days but no later than thirty (30) days from The Put Closing shall take place as soon as practicable after the date delivery of the Put Notice. On or before , but in any event no earlier than December 31 of the year in which the Put Closing Date, Lender will deliver to the Company the certificate(s) representing Option is exercised and the Put Shares Notice delivered. (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankg) and the Company shall tender to Lender At the Put Price in cash Closing: (i) the Purchaser Shareholder shall pay, or cause to be paid, to Seller Shareholder by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant amount in U.S. dollars equal to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsExercise Price; and (ii) Seller Shareholder shall transfer to Purchaser Shareholder, and for so long as the Put Option is outstanding and, if exercisedor its designee, the Put Price is not yet tenderedShares, the Lender’s right to receive the Put Price shall be secured by the Collateral free and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise clear of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunderliens, and shall be immediately due and payable deliver to LenderPurchaser Shareholder, or its designee, all documentation that Purchaser Shareholder may reasonably request in order to perfect the transfer of such title. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) From and after the date hereof until the first (1st) anniversary of the date hereof (the “"Expiration Date"), UBS shall have the right from time to time, upon written notice thereof, specifying the Tutopia Shares to be put (the "UBS Put Option”) Notice"), to sell put to the Company all or any portion of the Issued its Tutopia Shares (the “"Put Shares”Option") at a price per share equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Exchange Ratio. (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than Within ten (10) days but no later than after each receipt of a UBS Put Notice, the Company shall promptly make an offer to all other holders of Tutopia Shares who are parties to the Tutopia Stockholders Agreement (except Latin Guide, Inc.), by written notice thereof, to purchase a Pro Rata Portion of the Tutopia Shares held by each such holder thereof at a price per share equal to the Exchange Ratio and on the other terms and conditions set forth herein. UBS and all such other holders of Tutopia Shares who deliver a put notice (collectively with the UBS Put Notice, the "Put Notices") to the Company within fifteen (15) days after receipt of a notice from the Company pursuant to this Section 2(b), shall be considered to have exercised the Put Option simultaneously as of the date the Company received the UBS Put Notice for purposes of this Agreement. (c) Within thirty (30) days from following the date of the a UBS Put Notice. On , the Company shall purchase or before the Put Closing Date, Lender will deliver cause one or more of its subsidiaries to purchase and each Seller (as defined below) shall sell to the Company the certificate(s) representing the Put Tutopia Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender put pursuant to the Put Option is an Obligation secured Notices (subject to the Sellers' complying with any rights of first refusal or other restrictions on transfer of such Tutopia Shares). (d) At the closing of a purchase of Tutopia Shares pursuant this Agreement (a "Closing"), UBS and each of the other holders of Tutopia Shares which accepted the offer to purchase made pursuant to Section 2(b) (collectively with UBS, the "Sellers") shall deliver the certificate or certificates representing the Tutopia Shares owned by such Seller to be sold to the Collateral Company, free and any related guarantees under clear of all liens and encumbrances (other than pursuant to the Loan DocumentsTutopia Stockholders Agreement), and for so long the Company, as payment therefor, will issue and deliver to such Seller the appropriate number of shares of IFX Preferred Stock or IFX Common Stock, as the Put Option case may be, in the form of a single certificate (or such greater number of certificates representing such shares as such Seller may request), each dated the date of Closing and registered in such Seller's name (or in the name of such Seller's nominee(s)). Each Seller which is outstanding andto be issued shares of IFX Preferred Stock as payment for its Tutopia Shares shall be issued such shares of IFX Preferred Stock in such proportions between shares of voting and non-voting IFX Preferred Stock as each such Seller shall determine. (e) At each Closing, if exercised, the Put Price each Seller which is not yet tendered, then a party to the Lender’s right to receive Stockholders Agreement or the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Registration Rights Agreement (as such terms are defined in the Loan Preferred Stock Purchase Agreement)) shall become a party to each such agreement by executing and delivering to the Company a counterpart signature page thereof. In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock or IFX Common Stock, as follows: The Company the case may be, for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall send written notice of waive any further rights under the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Tutopia Stockholders Agreement as a condition to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, participating in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt In the event that any Seller refuses or fails to become a party to such agreements or make such representation and warranty or otherwise fails to comply with all of the Fundamental Transaction Noticeobligations of a Seller hereunder, Lender then such Seller shall advise the Company whether the Lender has elected be deemed to accelerate have revoked the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the its Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right and shall not be waived if not exercised following a prior Event entitled to have its Pro Rata Portion of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured Tutopia Shares purchased by the Collateral thereunder, and shall be immediately due and payable to LenderCompany at the Closing. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The By means of a Put Option Notice (as defined below) delivered during the period beginning on the Trigger Date and continuing until the 10th day following the Trigger Date (if such day is a business day and, if not, the next Business Day thereafter) (the “Option Period”), the Company shall have the option to require Buyer to purchase, and the Buyer hereby grants agrees to Lender purchase from the Company, a number of shares of Common Stock (the “Option Shares”), as determined by the Company, in an option amount equal to or less than the number of Gap Shares at a per-share purchase price equal to the Per Share Price and otherwise on the terms and conditions described in this Agreement (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Company may exercise the Put Option may be exercised at any time by delivering written notice of its exercise to Buyer at the address for notice set forth below Buyer’s name on the signature page hereto (an “Option Notice”) setting forth the number of Option Shares with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if being exercised, a calculation of the Put Purchase Price, wiring instructions for the payment of the Purchase Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate a closing date for the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement“Closing”), as follows: The Company which closing date shall send written notice be no fewer than 10 business days, and no more than 20 business days, follow the delivery of the proposed Fundamental Transaction (“Fundamental Transaction Option Notice”) no later than thirty (30) days prior . The obligation of Buyer to purchase the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise Option Shares from the Company whether the Lender has elected pursuant to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention subject to decline to accelerate the Put Option. 6.2 In additionfollowing conditions precedent, notwithstanding the foregoing, Lender any of which may be waived by Buyer in its sole discretion: (i) Option Notice shall have been delivered within the rightOption Period, but (ii) the representations and warranties in this Agreement of the Company shall be true and correct in all material respects as of the Closing; and (iii) the Company shall have complied in all material respects with all of the covenants required to be performed by the Company pursuant to this Agreement and pursuant to Section 6.1 of the Purchase Agreement on or prior to Closing. If not previously exercised, the obligation, right of the Company to accelerate the exercise of the Put Option following an Event will expire on the earliest of Default under (i) expiration of the Loan Documents Option Period, (ii) the date on which acceleration right shall not be waived if not exercised following the Company consummates the sale of securities which would result in a prior Event of Default), in which event the Put Price shall be added Gap Amount equal to the Obligations under the Loan Agreement and secured by the Collateral thereunderzero, and shall be immediately due and payable to Lender(iii) the date that is 190 days following the Second Closing. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender At any time following a Put Option Event, if a registration statement is not available for the resale of the Warrant Shares and the Warrant Shares are not otherwise freely tradable under the Securities Act as of such date, the Holder shall have an irrevocable right and option (the “Put Option”) ), to sell exercise the Put Option, at its sole discretion, to require the Company to purchase, out of funds lawfully available therefor, all or any portion of this Warrant (including any warrants issued upon assignments of this Warrant), and in the event the Holder has exercised all or any portion of this Warrant prior such Put Option Event, all or any portion of the Issued Warrant Shares (issued upon exercise hereof, at the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion Black Scholes Value thereof (the “Put Option Price”). The Company shall notify the Holder in writing of the date upon which any Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, Event shall occur at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the least ten (10) Business Day period commencing on Days prior to such date. If the first anniversary hereofHolder wishes to exercise the Put Option, in whole or (b) in part, it shall furnish to the ten (10) Company a written notice notifying the Company of its election to exercise the Put Option and specifying the number of Warrant Shares for which it is exercising the Put Option and identifying the Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of such written notice to as the Company date of purchase (the “Put NoticeDate”) (provided, that the Company shall have at least three (3) Business Days after the of Put Date to purchase the Warrant and Warrant Shares set forth in the notice). The Upon receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, and the Company shall purchase from the Holder, the Warrant and the Warrant Shares set forth in the notice at the Put Notice Option Price on the Put Date; provided, however, that if and to the extent this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall specify be reduced by the date on which the closing Exercise Price for such unexercised portion of the purchase of Warrant Shares set forth in the notice. On the Business Day three (3) Business days after the Put Shares shall take place Date (the “Put Closing Date”), the Holder exercising the Put Option shall deliver to the Company this Warrant and, if applicable, certificate(s) or other documentation evidencing the Warrant Shares subject to such Put Option to be purchased on the Put Date against payment by the Company of the aggregate Put Option Price by wire transfer in immediately available funds to a bank account designated by the Holder. Notwithstanding the foregoing, if the Company does not have sufficient funds legally available to purchase on the Put Closing Date the portion of the Warrant and/or Warrant Shares set forth in the notice or is restricted by any loan or financing agreement to which the Company is a party or by which the Company is bound from making such payments, the Company shall not be required to purchase hereunder but instead shall purchase on such date the maximum amount of the Warrant and/or the Warrant Shares legally permissible and shall thereafter purchase the remainder of the Warrant and/or Warrant Shares (or the maximum portion thereof that can be no earlier than ten purchased with then legally available funds) as soon as additional funds become legally available for such purchase, together with interest accrued on the purchase price for such remaining amount of the Warrant and/or the Warrant Shares from Put Closing Date through the date of actual purchase at a rate of twelve percent (1012.0%) days but no later than thirty (30) days per annum, compounding monthly. In addition, the Company shall not make any cash dividends or distributions to its stockholders from the Put Closing Date through the date of the Put Noticeactual purchase of the entire portion of the Warrant and/or the Warrant Shares specified in the notice delivered by the Holder to the Company pursuant to this Section 6(b). On or before In the event the Holder exercises the Put Closing DateOption for less than the entire Warrant or less than all of the Warrant Shares, Lender will the Company shall cancel this Warrant, and execute and deliver to the Company Holder a New Warrant evidencing the certificate(sunexercised portion of this Warrant. (a) representing The closing of the Put Shares (duly endorsed for transfer purchase by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender of this Warrant and/or the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Warrant Shares, if applicable, pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in shall occur on the Loan Agreement)Put Closing Date. At the closing, as follows: The Company the Holder shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior deliver to the date of Company this Warrant and, if this Warrant has previously been exercised in part, the proposed consummation of the Fundamental TransactionWarrant Shares issued upon such exercise, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise against payment by the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following Price by wire transfer in immediately available funds to a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured bank account designated by the Collateral thereunder, and shall be immediately due and payable to LenderHolder. 6.3 If any portion (b) The Company shall bear all reasonable fees, costs, expenses and charges incurred in connection with the determination of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabovePrice, if not terminated including, without limitation, all reasonable fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any reasonable legal fees and expenses incurred by its terms herein, shall terminatethe Holder in connection with such determination.

Put Option. The Company hereby grants If the Call Option has not been exercised, or in the event the Callholder is not required or fails to Lender an option (deliver the “Put Option”) Call Price to sell all the Trustee by 12:00 noon, New York City time, on the relevant Coupon Reset Date, or any portion if such Coupon Reset Date is not a Business Day at such time on the next succeeding Business Day, the Trustee will be required for and on behalf of the Issued Shares (Holders of the “Put Shares”) Securities of this series to exercise the option to put the Securities of this series to the Company for pursuant to the terms hereof ("Put Option"). Upon exercise of the Put Option, the Company will be required to redeem all of the Securities of this series on the applicable Coupon Reset Date at a total purchase redemption price equal to 100% of $195,000the aggregate principal amount of the Securities of this series, pro-rated for any portion thereof if such Coupon Reset Date is the Initial Coupon Reset Date, or at the Dollar Price, if such Coupon Reset Date is the Floating Period Termination Date (in each case, the “"Put Redemption Price”"). The Put Option may will be exercised with respect to any amount that is equal to or less than automatically by the entire balance Trustee, for and on behalf of the outstanding Holders, if the Call Option has not been exercised, or in the event the Callholder is not required or fails to deliver the Call Price to the Trustee as aforesaid. If the Trustee exercises the Put SharesOption, the Company will deliver the Put Redemption Price to the Trustee, together with the accrued and unpaid interest due on the applicable Coupon Reset Date, by no later than 2:00 p.m., New York City time, on such Coupon Reset Date, or if such Coupon Reset Date is not a Business Day at any such time during on the earlier to occur next succeeding Business Day, and the Holders of the following Put Option exercise periods (Securities of this series will be required to deliver the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Securities of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice this series to the Company (against payment therefor on such Coupon Reset Date through the “facilities of DTC. No Holder of any Security of this series or any interest therein has the right to consent or object to the Trustee's duty to exercise the Put Notice”)Option. The Put Notice shall specify Notwithstanding anything herein to the date on which contrary, the closing failure of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right Trustee to exercise the Put Option shall not be transferred affect the obligation of the Company, which is absolute and unconditional, to redeem the Securities of this series on the applicable Coupon Reset Date if the Call Option has not been exercised, or assigned in the event the Callholder is not required or fails to deliver the Call Price to the Trustee as aforesaid, and no Holder of any third party. 6.1 Notwithstanding the foregoing, Lender Security of this series shall have any claim against the right, but not the obligation, Trustee for its failure to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen Determination of Applicable Interest Rate From and after the issuance date to but excluding the Initial Coupon Reset Date and from and after the Fixed Rate Coupon Reset Date to but excluding the Maturity Date, interest shall accrue on the basis of a 360-day year of twelve 30-day months. If the Callholder elects to purchase the Securities of this series, then by 3:30 p.m., New York City time, on the third Business Day immediately preceding the applicable Coupon Reset Date, the Calculation Agent will determine either (15a) days of Lender’s receipt the Floating Rate Spread, in the case of the Fundamental Transaction Notice, Lender shall advise Initial Coupon Reset Date where the Company whether the Lender has elected to accelerate exercise its Floating Period Option, or (b) the exercise Interest Rate to Maturity, to the nearest one hundredth of one percent per annum, unless the Company is required to redeem the Securities of this series. Each Floating Period Interest Rate will equal the sum of the Put Reference Rate and the Floating Rate Spread, and the Interest Rate to Maturity will equal the sum of the Base Rate and the Applicable Spread. Both the Floating Rate Spread and the Applicable Spread will be based on the Dollar Price of the Securities of this series. The Floating Period Interest Rate, the Interest Rate to Maturity and the Dollar Price for the Securities of this series as announced by the Calculation Agent, absent manifest error, will be binding and conclusive upon the beneficial owners of the Securities of this series, the Company and the Trustee. Following the Callholder's election to purchase the Securities of this series in connection with the Initial Coupon Reset Date, but prior to the Floating Period Notification Date, which will be the fourth Business Day prior to the Initial Coupon Reset Date, the Company may elect, by notice to the Callholder and the Trustee, to exercise its Floating Period Option. Lender’s failure to timely notify If the Company so elects, the Securities of Lender’s intention this series will bear interest at the Floating Period Interest Rate until the Floating Period Termination Date, which will be the earlier of May 15, 2004, or the date which otherwise would be the first Reference Rate Reset Date following the Floating Period Termination Notification Date. The Floating Period Termination Notification Date will be at least four Business Days prior to accelerate such Reference Rate Reset Date. In the Put Option shall be deemed an intention to decline to accelerate event that the Put Company exercises its Floating Period Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise maturity date of the Put Option following an Event Securities of Default under this series will be extended to the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event tenth anniversary of Default)the Floating Period Termination Date, in which event case the Put Price Securities of this series will mature not later than May 15, 2014. The amount of interest payable for each day that the Securities of this series are outstanding during the Floating Rate Period will be calculated by dividing the Floating Period Interest Rate in effect for such day by 360 and multiplying the result by the Dollar Price. The amount of interest payable for any Floating Rate Reset Period will be calculated by adding the interest payable for each day in the Floating Rate Reset Period. As long as the Securities of this series are listed on the Luxembourg Stock Exchange ("LSE"), (i) the Company shall be added notify LSE, not later than five Business Days prior to the Obligations under Scheduled Maturity Date, of any extension of maturity and (ii) the Loan Agreement and secured by the Collateral thereunder, and Calculation Agent shall be immediately due and payable to Lender. 6.3 If any portion notify LSE of the Note is converted into Common Stock pursuant to Floating Period Interest Rate for any Floating Rate Period no later than the Loan Documentsfirst day of such period. If the Callholder has exercised the Call Option, the Put Option Company and the Calculation Agent will complete the following steps in order to determine each Coupon Reset Rate. The Company and the Calculation Agent will use reasonable efforts to cause the actions set forth hereinabove, if not terminated by its terms herein, shall terminatebelow to be completed in as timely a manner as possible.

Put Option. (a) The Company hereby irrevocably grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) Option to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (Warrantholder on the “Put Price”)terms set forth in this Agreement. The Put Option may be exercised with respect one time by the Warrantholder at its sole discretion in relation to any amount that is equal to or less than Warrant on and at any time after the entire balance occurrence of an Event (including, for the outstanding Put Sharesavoidance of doubt, at any time during after the earlier to occur Facility A Maturity Date). (b) The Put Option shall be exercised by the Warrantholder serving upon the Company a draft Warrantholder’s Notice of Cancellation which upon being served is irrevocable except with the consent of the following Company. Notwithstanding the foregoing, the Put Option exercise periods shall automatically be exercised, without notice of further action by any party, upon a Bankruptcy or Insolvency Event. (c) The Warrantholder shall specify the “Put Fair Market Value of the relevant Warrants and Warrant Shares and the aggregate Termination Fee in respect of the relevant Warrants in the draft Warrantholder’s Notice of Cancellation, such calculations to be based on the valuation as set forth in Schedule 4 (Expert Determination) (taking into account any adjustment under clause 2.3 (Anti-dilution)), together with the Supporting Calculations. (d) The Company shall have the Objection Period to agree or dispute the Warrantholder’s calculation of the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants as set out in the Supporting Calculations. If by the end of the Objection Period”): : (ai) the Company has not delivered a notice in writing to the Warrantholder disputing the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants, the Company shall be deemed to have agreed the Fair Market Value of the relevant Warrants and Warrant Shares and the aggregate Termination Fee in respect of the relevant Warrants specified in the draft Warrantholder’s Notice of Cancellation, and the draft Warrantholder’s Notice of Cancellation shall automatically become final and binding on the Parties; or (ii) the Company has delivered a notice in writing to the Warrantholder disputing the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants, either or both of the Warrantholder and the Company shall refer the matter to the Expert for determination in accordance with Schedule 4 (Expert Determination), then, in the case of paragraph (ii) above, within five (5) Business Days of the Expert’s decision, the Warrantholder must deliver to the Company a revised Warrantholder’s Notice of Cancellation (together with the Supporting Calculations) incorporating such adjustments, if any, as have been determined by the Expert. The revised Warrantholder’s Notice of Cancellation will supersede the initial draft Warrantholder’s Notice of Cancellation and will be final and binding on the Parties from the date of its delivery to the Company provided that it reflects the changes that have been determined by the Expert. (e) Within ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Days of the Issued Shares is declared effective by the SEC . If not exercised during the Warrantholder’s Notice of Cancellation becoming final and binding in accordance with this clause 4.3 (Put PeriodOption), the Put Option shall terminate Company must pay the aggregate Termination Fee in respect of the relevant Warrants in cash by electronic transfer of funds for same day value to such bank account as the Warrantholder has specified in the Warrantholder’s Notice of Cancellation, whereupon the relevant Warrants will be cancelled and shall be of no further force or and effect. The Put Option shall be exercisable by Lender’s delivery . (f) If the Company fails to pay the aggregate Termination Fee pursuant to this clause 4.3, then Paragraph 4.3 of written notice the Finance Contract relating to the Company (the “Put Notice”). The Put Notice interest on overdue sums shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned apply to any third partyoverdue Termination Fee. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, MCS shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify MCS of the occurrence of such event and MCS may elect to exercise the Qualified Disposition Put NoticeOption by giving written notice to Holdings of such election, setting forth the number of Common Units and/or Preferred Units to be repurchased by Holdings, within 15 days after the date of delivery of Holdings' notice to MCS. On or before In the event of the exercise of a Qualified Disposition Put Closing DateOption, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) CSC and the Company shall tender will, subject to Lender the terms of any of their then outstanding indebtedness, be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Executive Units subject to the Qualified Disposition Put Price Option, in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderorder that Holdings can satisfy its obligations under such Qualified Disposition Put Option. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, MCS shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.6 hereof, Holdings shall deliver to MCS the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder (i) by the Coinmach Board (in the case of employment with the Company) or by the CSC Board (in the case of employment with CSC), in each case without Cause, or (ii) by Executive for Good Reason, MCS shall have the right to require that Holdings repurchase all Units of each class of Executive Units held by MCS pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"), and in the event the Termination Put Option is exercised, CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Fundamental Transaction, together with all relevant information relating theretoExecutive Units subject to the Termination Put Option, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the order that Holdings can satisfy its obligations under such Termination Put Option. Within fifteen (15) days of Lender’s receipt of ; provided, however, that Holdings shall only be obligated to repurchase MCS's Executive Units pursuant to the Fundamental Transaction NoticeTermination Put Option at such time as the CSC Board, Lender shall advise in its good faith judgment, determines that the Company whether and/or CSC (as the Lender case may be) has elected sufficient assets to accelerate repurchase MCS's Executive Units without a material negative impact on CSC's and/or the exercise Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures of such parties). The purchase price for each Executive Unit pursuant to the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, MCS may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Executive Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of MCS's written notice of election to exercise the Termination Put Option. At such closing, MCS shall deliver to Holdings the certificates representing the Executive Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.6 hereof, Holdings shall terminatedeliver to MCS the purchase price for such Units by cashier's or certified check or wire transfer.

Put Option. The Subject to the last sentence of this Section 1.4, after the occurrence of a Put Event or within the first sixty days after the second anniversary of the Closing Date and each succeeding anniversary of the Closing Date, each Purchaser shall have the right (a "Put Right") to cause SatCon to purchase all of the Preferred Shares and warrants issued to such Purchaser pursuant to this Agreement, all Preferred Shares or other capital stock of the Company hereby grants issued in payment of dividends on such Preferred Shares and all Conversion Shares issued to Lender an option such Purchaser (collectively, the "Put Shares") for a consideration (the “"Put Option”Consideration") to sell all or any portion of the Issued Shares (the “Put Shares”) equal to the Company for a total purchase price sum of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (ai) the ten stated value of (10A) Business Day period commencing on the first anniversary hereof, or such Preferred Shares owned by such Purchaser and (bB) the ten Preferred Shares that were converted into Conversion Shares plus (10ii) Business Day period commencing all accrued but unpaid dividends (whether or not declared) on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective such Preferred Shares. A Purchaser may exercise its Put Right by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of delivering to SatCon a written notice to the Company (the “Put Notice”)of such exercise, which notice, once given, shall not be revoked without SatCon's consent. The Put Notice shall specify the date on which the closing Consummation of the purchase of the Put Shares by SatCon shall take place at a closing to occur at the principal offices of SatCon on a date chosen by SatCon (with at least three Business Days' advance written notice to the “Purchaser exercising such Put Closing Date”), which such date shall be no earlier than ten (10Right) days but no later than thirty (30) 25 days from after the date of the it receives such Put Notice. On or before At such closing, the Purchaser exercising such Put Closing Date, Lender will Right shall deliver to SatCon the Company the certificate(s) certificates representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) , and the Company SatCon shall tender deliver to Lender such Purchaser the Put Price Consideration in cash by wire transfer shares of immediately available funds to an account at a bank designated by LenderSatCon Common Stock. The Company and Lender acknowledge and agree that number of shares to be issued in payment of such Put Consideration shall equal the quotient obtained by dividing the Put Consideration by the Average Market Price. No fractional share shall be issued in such payment; in lieu of issuing any such fractional share, SatCon shall pay to such Purchaser cash in an amount equal to the amount of such fraction multiplied by the Average Market Price. The Put Rights set forth in this Section 1.4 shall terminate, if not previously exercised, at 5 p.m. New York time on the earlier of (x) the fifth anniversary of the Closing Date, (y) the date the Company’s obligation to purchase 's Common Stock is listed on the Issued Shares from Lender pursuant New York Stock Exchange or the Nasdaq National Market or (z) as to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Rights of a Purchaser resulting from a Put Option is outstanding and, if exercisedEvent, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon 100th day after such Purchaser receives a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice from SatCon delivered after the occurrence of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the such Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the Event requesting that such Purchaser either exercise of the or waive its Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Rights resulting from such Put Option shall be deemed an intention to decline to accelerate the Put OptionEvent. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear and Clearstream, Luxembourg, deposit the relevant Covered Bond during normal business hours at the specified office of the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of the Registrar specifying, in the case of a Registered Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Registrar for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Registrar in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.03 to 2.06 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunder, and shall be immediately due and payable Issuer of its option to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.redeem such Covered Bond under either Condition

Put Option. The Company 20.1. Subject to terms and conditions of this Clause 20, the Purchaser hereby grants the Vendor the option to Lender require the Purchaser to purchase and acquire all of the OTSAW Shares held by the Vendor (as adjusted for any share splits, sub-divisions, consolidations, scrip dividends, reclassifications or similar re-capitalisation events) (the “Put Option Shares”) by serving a written notice on the Purchaser (the “Put Option Notice”) within 20 Business Days following the date falling 3 years commencing on the date immediately following the Completion Date at an option amount equal to the Put Option Price provided that an initial public offer, trade sale or other exit or liquidity event with respect to the shares in the capital of the Purchaser (the “Purchaser Liquidity Event”) has not occurred at the time of issuance of the Put Option Notice, subject to the terms and conditions of this Agreement (the “Put Option”) to sell ). 20.2. The price for all or any portion Put Option Shares shall be S$ 3.1 Million on the basis that at the time of the Issued Put Option Notice the Vendor has not disposed of any of its OTSAW Shares acquired on Completion, and if the Vendor has disposed of any of its OTSAW Shares the price will be adjusted accordingly (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Option Price”). The Put Option may be exercised with respect If the Vendor wishes to transfer any of its OTSAW Shares to any amount Related Corporation it may do so, provided that is equal in the event that such Related Corporation shall cease to or less than the entire balance be a Related Corporation of the outstanding Put SharesVendor, at any time during the earlier to occur Vendor shall procure that such Related Corporation shall, on or before such cessation, transfer all of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued OTSAW Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice back to the Company (Vendor. For the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise purpose of the Put Option. Lender’s failure to timely notify , any OTSAW Shares held by a Related Corporation of the Company of Lender’s intention to accelerate the Put Option Vendor shall be deemed an intention treated as OTSAW Shares held by the Vendor, and any transfer of OTSAW Shares by the Vendor to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right its Related Corporation shall not be waived if not exercised following treated as a prior Event disposal of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured such OTSAW Shares by the Collateral thereunder, and shall be immediately due and payable to LenderVendor. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) In the event of the death or Disability of Executive (for purposes of this Section 4, a “Put Triggering Event”), Executive or one or more of Executive’s transferees or successors (other than the Company hereby grants and the Investors) may require the Company to Lender an option repurchase the Unvested Shares held by Executive or Executive’s transferees pursuant to the terms and conditions set forth in this Section 4 (the “Put Option”) to sell all or any portion of the Issued Shares by delivering written notice (the a “Put SharesNotice”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof within ninety (90) days after the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Triggering Event. (b) In the ten event of a Put Triggering Event, the purchase price for each Unvested Share will be Executive’s Original Cost for such share. (10c) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration The closing of the Issued repurchase of the Unvested Shares is declared effective by the SEC . If not exercised during the Put Period, pursuant to the Put Option shall terminate and take place on the date designated by the Company, which date shall not be more than one month nor less than five days after the delivery of no further force or effectthe Put Notice by the Executive. The Company will pay for the Unvested Shares to be purchased by it pursuant to the Put Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, a check or wire transfer of funds. (d) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Company pursuant to the Put Option shall be exercisable by Lendersubject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s delivery and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of written notice Unvested Shares hereunder that the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then (x) the “Put Notice”). The Put Notice Company shall specify the date make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions and (y) commencing on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before Notice through the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise closing of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice repurchase of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to Unvested Shares interest shall accrue on such purchase price on a daily basis, at the date rate of 10% per annum, compounded on the proposed consummation last day of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optioneach calendar quarter. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (i) Upon the occurrence and during the continuance of a Put Option Event, the Purchasers, or the Purchaser Agent on behalf of the Purchasers, will have the option to accelerate and require the Company hereby grants to Lender an option repurchase all, but not less than all, of the Revenue Interests and to terminate the Purchaser Commitments for a payment equal to the then-current Put/Call Price as of the date of the Put Option Closing Date (the “Put Option”) to sell all ). The Purchasers or the Purchaser Agent may exercise the Put Option at any portion time after the occurrence and during the continuance of the Issued Shares (the “a Put Shares”) Option Event by delivering to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company thereof (the “Put Notice”). The If Purchasers (or the Purchaser Agent) exercise the Put Option, then on the date specified in the Put Notice shall specify the date on (which the closing of the purchase of the Put Shares shall take place may be immediate) (the “Put Option Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of Company will pay the Put Notice. On or before the Put Closing Date, Lender will deliver Put/Call Price to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash Purchaser by wire transfer of immediately available funds to an the account at a bank or accounts designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Purchaser Agent. (ii) Notwithstanding anything to the Put Option is an Obligation secured by contrary contained herein, (A) immediately upon the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedoccurrence of a Bankruptcy Event, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Purchasers shall be deemed an intention to decline have automatically and simultaneously elected to accelerate require the Put Option. 6.2 In addition, notwithstanding Company to repurchase the foregoing, Lender shall have Revenue Interests and to terminate the right, but not Purchaser Commitments and the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Put/Call Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lenderand the Purchaser Commitments shall be immediately terminated, without any further action or notice by any party, and (B) in the case of a Put Option Event constituting a Change of Control, the Purchasers (or Purchaser Agent) may deliver a Put Notice in advance of a Change of Control specifying that the Put Option is exercised contingent upon such Change of Control and that the Put Option Closing Date shall be the date of such Change of Control. 6.3 If any portion (iii) For the avoidance of doubt, (A) the Purchasers’ election not to exercise the Put Option with respect to a given Put Option Event will not preclude the Purchasers from exercising the Put Option with respect to a continuing or subsequent Put Option Event, (B) a Put Option Event shall be deemed to exist at all times during the period commencing on the date that such Put Option Event occurs to the date on which such Put Option Event is waived in writing pursuant to this Agreement, and (C) a Put Option Event shall “continue” or be “continuing” until such Put Option Event has been waived in writing by the Purchasers. (iv) Upon the occurrence and during the continuance of a Put Option Event, unless payment of the Note Put/Call Price has been made when due, the Purchasers and the Purchaser Agent, on behalf of the Purchasers, may exercise all rights and remedies available to the Purchasers or the Purchaser Agent as creditors hereunder and under the other Transaction Documents and Applicable Law (which exercise may be determined in its sole discretion and which such exercise shall not constitute an election of remedies), including enforcement of the Liens created thereby. For the avoidance of doubt, the parties hereto intend for the Revenue Interests to constitute a debt obligation of the Company arising out of a loan made by the Purchasers pursuant to this Agreement in the amount of the Cumulative Purchaser Payments and, in consideration for such loan, the Put/Call Price shall be due and payable at any time the Put Option or the Call Option is converted into Common Stock exercised or the Obligations are otherwise accelerated hereunder for any reason, whether due to acceleration pursuant to the Loan Documentsterms of this Agreement, by operation of law or otherwise (including where bankruptcy filings or the exercise of any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a payment, discharge, modification or other treatment of the Revenue Interests that would otherwise evade, avoid, or otherwise disappoint the expectations of the Purchasers in receiving the full benefit of the bargained-for Put/Call Price). The Company and the Purchasers acknowledge and agree that none of the Put/Call Price shall constitute unmatured interest, whether under Section 502(b)(2) of the United States Bankruptcy Code or otherwise (except as required for any Tax purpose), but instead is reasonably calculated to ensure that the Purchasers receive the benefit of their bargain under the terms of this Agreement. The Company acknowledges and agrees that the Purchasers shall be entitled to recover the full amount of the Put/Call Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the case of any Bankruptcy Event, so that the Purchasers shall receive the benefit of its bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and, to the fullest extent permitted by maximum law, the Put Option set forth hereinaboveCompany hereby waives any defense to payment, if whether such defense may be based in public policy, ambiguity, or otherwise. The Company further acknowledges and agrees, and, to the fullest extent permitted by Applicable Law, waives any argument to the contrary, that payment of such amounts does not terminated constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Purchasers may suffer or incur resulting from or arising in connection with any breach hereof or thereof by its terms herein, the Company shall terminateconstitute secured Obligations.

Put Option. The Company 14.1 Scape Holdco hereby grants iQ Midco an independent and separate option to Lender an option require Scape Holdco to acquire iQ Midco's entire Limited Partner Interest at the Put Option Price subject to the terms and conditions of this Clause 14 (the “Put Option”). 14.2 iQ Midco may exercise its Put Option at any time on or after the date falling three months after the date on which the Acquisition becomes effective. 14.3 The Put Option shall be exercised by iQ Midco giving Scape Holdco and the General Partner written notice (a Put Exercise Notice) which shall include: 14.3.1 the date on which the notice is given; 14.3.2 a statement to sell all or any portion of the Issued Shares effect that iQ Midco is exercising the Put Option; and 14.3.3 the date on which completion is to take place (the “Put Shares”) to Completion Date), which date shall be not fewer than two Business Days following the Company for a total purchase price of $195,000, pro-rated for any portion thereof date on which the Put Exercise Notice is given (the “Put Price”or such other period as may be agreed between iQ Midco and Scape Holdco). . 14.4 The Put Option may be exercised with only in respect of all of iQ Midco's Limited Partner Interest and for cash in Sterling consideration. 14.5 Once given, a Put Exercise Notice may not be revoked or withdrawn without the written consent of iQ Midco and Scape Holdco. 14.6 The Put Option granted by Scape Holdco is a personal obligation and is not transferable to any amount that is equal to other person. 14.7 On the Put Completion Date: 14.7.1 iQ Midco must deliver (or less than procure the entire balance of the outstanding Put Shares, at any time during the earlier to occur of delivery of) the following Put Option exercise periods (the “Put Period”): to Scape Holdco: (a) a duly completed and signed instrument of transfer of iQ Midco's Limited Partner Interest to Scape Holdco in a form that: (i) complies in all respects with this Agreement and all the ten laws applying to a transfer of that Limited Partner Interest; and (10ii) Business Day period commencing on the first anniversary hereof, is sufficient to enable Scape Holdco (or such person as Scape Holdco may nominate) to acquire title to that Limited Partner Interest; (b) any waiver, consent or other document necessary (whether under this Agreement or otherwise) for iQ Midco's Limited Partner Interest to be registered in the ten name of Scape Holdco (10or its nominee); (c) Business Day period commencing on must take all other actions necessary to effect the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds iQ Midco's Limited Partner Interest to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that Scape Holdco; 14.7.2 the Company’s obligation General Partner must take all actions necessary to purchase effect the Issued Shares from Lender pursuant transfer of iQ Midco's Limited Partner Interest to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred Scape Holdco (or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined its nominee) including making all necessary entries in the Loan Agreement), Partnership's books and accounts as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall may be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.required; and

Put Option. The Company hereby grants to Lender an option (a) At any time during the Put Option Period, the Purchaser shall have the option, exercisable in its sole discretion and exercisable only once (the “Put Option”) ), to sell require FEEL to purchase some or all or any portion of the Issued Series A Preferred Shares (the “Put Shares”) then owned by the Purchaser (at the Put Price multiplied by the applicable number of Put Shares) by delivering written notice thereof to FEEL (with a copy to MIE and the Company for a total purchase price of $195,000, pro-rated for any portion thereof Company) (the “Put PriceExercise Notice”) specifying the number of Put Shares to be purchased. FEEL shall pay the aggregate Put Price for the Put Shares to the Purchaser in full within one (1) year of the date of the Put Exercise Notice. MIE and the Company shall be jointly and severally liable with FEEL for the obligations of FEEL set forth in this Clause 4. (b) Upon delivery by the Purchaser of the Put Exercise Notice, FEEL shall elect whether it wishes to purchase the Put Shares (i) in one (1) installment (a “Single Purchase”) or (ii) in three (3) evenly spaced installments (with the installments being as nearly as practicable of equal numbers of Put Shares and the final installment being on a date no later than one (1) year after the date of the Put Exercise Notice) (an “Installment Purchase”). The Put Option may first installment in an Installment Purchase shall be exercised with respect to any amount that is equal to or less made no later than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods ninety (the “Put Period”): (a90) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier Exercise Notice. No later than ten (10) days but no later than thirty (30) days from after the date of the Put Exercise Notice. On , FEEL shall notify the Purchaser by written notice (the “Election Notice”) of (x) the election of a Single Purchase or before an Installment Purchase, (y) if FEEL elects an Installment Purchase, the dates of each installment (each, a “Put Closing Purchase Date”) and the number of Put Shares to be purchased on each Put Purchase Date, Lender will deliver to and (z) the Company time and place in Beijing for the certificate(s) representing closing of the sale and purchase of the Put Shares to be sold on each Put Purchase Date. No later than five (duly endorsed 5) days after the date on which the Put Price must be finally determined in accordance with this Agreement, FEEL shall notify the Purchaser by written notice of the Put Price payable on each Put Purchase Date, together with details of the method of calculation of the Put Price. If FEEL elects a Single Purchase or an Election Notice is not given in accordance with the foregoing provisions, FEEL shall be deemed to have elected a Single Purchase on such date (which shall be treated as the Put Purchase Date but which shall not be later than five (5) days after the date on which the Put Price must be finally determined in accordance with this Agreement) and at such time and place in Beijing as the Purchaser shall notify FEEL (with a copy to MIE and the Company). (c) Notwithstanding any other provisions in this Agreement, if the aggregate Put Price for the Put Shares has not been paid to the Purchaser in full within one (1) year after the date of the Put Exercise Notice: (i) the Purchaser shall first sell, transfer or assign any unpurchased Put Shares to any third party notwithstanding the provisions in Clauses 2.1, 2.2, and 2.3 of the Shareholders’ Agreement; and (ii) if the net proceeds recovered from the sale by Lender or accompanied the Purchaser of unpurchased Put Shares are less than the aggregate Put Price of the unpurchased Put Shares plus any Losses the Purchaser may incur as a result of such failure by duly executed stock powers in blank) MIE, the Company and/or FEEL to pay the aggregate Put Price of the unpurchased Put Shares (such deficiency, the “Put Return Deficiency”), then FEEL, MIE and the Company shall tender to Lender jointly and severally indemnify the Purchaser for the unpaid amount of the Put Price in cash by wire transfer Return Deficiency (the date on which any such unpaid amount is paid to the Purchaser, the “Put Return Deficiency Payment Date”), to the extent that any of immediately FEEL, MIE and the Company has from time to time lawfully available funds to an account at do so and that it will be in compliance (after paying such unpaid amount) with all of the terms of the CITIC KaWah Facility under which it has outstanding obligations on the relevant Put Return Deficiency Payment Date (“Compliance with Financing Agreements”) provided, that if any of FEEL, MIE and the Company does not fulfill its obligations to pay any part of such unpaid amount of the Put Return Deficiency on the relevant Put Return Deficiency Payment Date as a bank designated by Lender. The Company and Lender acknowledge and agree that result of the Company’s application of the restrictions set forth in this paragraph (ii), it shall remain subject to the obligation to purchase pay the Issued Shares from Lender pursuant to balance of the Put Option Return Deficiency as soon as it is an Obligation secured by the Collateral and any related guarantees under the Loan Documentsable to pay in a manner that complies with such restrictions; provided further, if and for so long as the there is a Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Return Deficiency (as defined in the Loan Agreement)TPG SPA) under the TPG SPA, as follows: The FEEL, MIE and the Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior not pay to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise Purchaser any unpaid amount of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock Return Deficiency pursuant to this paragraph (ii) before TPG having recovered the Loan Documents, full amount of its Put Return Deficiency (as defined in the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateTPG SPA).

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the Put Option following an Event redemption of Default under part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price unredeemed balance shall be added issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateuntransferred balance.

Put Option. The Company hereby grants to Lender an option (a) At any time during the Put Option Period, Standard Bank and its successors and assigns (“Put OptionOption Holder”) shall have the right, exercisable only once and exercisable only if the Put Option Holder has not converted its Ordinary Shares into Preferred Shares pursuant to sell Clause 5.5, to require MIE to purchase some or all or any portion of the Issued Ordinary Shares (the “Put Shares”) then owned by such Put Option Holder (“Put Right”) by delivering written notice thereof to MIE (with a copy to the Company for a total purchase price Company, FEEL and to the other shareholders of $195,000, pro-rated for any portion thereof the Company) (the “Put PriceExercise Notice”) specifying the number of Put Shares to be purchased. (b) Upon delivery by a Put Option Holder of the Put Exercise Notice, MIE shall elect whether it wishes to purchase the Put Shares (i) in one (1) installment (a “Single Purchase”) or (ii) in five (5) evenly spaced installments (with the installments being as nearly as practicable of equal numbers of Put Shares and the final installment being on a date no later than 18 months after the delivery of the Put Exercise Notice) (an “Installment Purchase”). The Put Option may first installment in an Installment Purchase shall be exercised with respect to any amount that is equal to or less made no later than 90 days after the entire balance date of delivery of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods Exercise Notice. MIE shall notify (the “Put PeriodElection Notice”): (a) the Put Option Holder no later than ten (10) Business Day period commencing on days after the first anniversary hereof, delivery of the Put Exercise Notice: (i) of whether it has elected for a Single Purchase or an Installment Purchase; (bii) of the ten dates of each installment (10each a “Put Purchase Date”) Business Day period commencing and the number of Put Shares to be purchased on the date of each such installment; (iii) of the Put Price payable on each Put Purchase Date, together with details of the method of calculation of the Put Price; (iv) of the time and place for the closing of the sale and purchase of the Put Shares to be sold on each Put Purchase Date. If an Election Notice is not given in accordance with the foregoing provisions, MIE shall be deemed to have elected to purchase all the Put Shares in one installment on such date (which is nine (9) months shall be treated as the Put Purchase Date but which shall be not earlier than 20 Business Days after the date that the registration statement for the registration of delivery of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, Exercise Notice) and at such time and place as the Put Option Holder shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice notify MIE (with a copy to the Company and FEEL). (c) MIE shall have the obligation to purchase Put Shares on a Put Purchase Date in accordance with the above Clause 5A.1(b), but only up to the amount for which MIE has from time to time lawfully available funds to do so and to the extent that it will be in compliance, after giving effect to the payment for such purchase, with all of the terms of all of MIE’s existing financing agreements, including any covenants that would need to be satisfied during the 6-month period following such purchase of Put Shares, but only to the extent MIE has outstanding obligations under such financing agreements on the relevant Put Purchase Date (“Put NoticeCompliance with Financing Agreements”). , provided, that if MIE does not fulfill its obligations to purchase Put Shares on the relevant Put Purchase Date as a result of the application of the restrictions set forth in this paragraph (c), MIE shall remain subject to the obligation to purchase the balance of the Put Shares as soon as it is able so to purchase in a manner that complies with such restrictions. (d) The Put Notice Company and FEEL shall specify the date on which the closing of be jointly and severally liable with MIE for the purchase of the Put Shares in the manner as set forth below; provided however, that Standard Bank shall not take place any action under this paragraph (d) that would be reasonably likely to cause either the “Company or FEEL to become insolvent (whether technically or otherwise) or the subject of any liquidation, bankruptcy or other similar proceedings, or cause a change of control of any of MIE, the Company or FEEL. If and to the extent that MIE is not required to purchase the relevant Put Closing Date”Shares on a Put Purchase Date as a result of the provisions of paragraph (c) above, then: (i) the Company shall purchase, to the extent it is able under the laws of the Cayman Islands, and, in the event and to the extent that the Company can not or does not so purchase, FEEL shall purchase, on such Put Purchase Date at the Put Price the Put Shares which MIE would have been obliged to purchase on that date but for the operation of paragraph (c) above; and (ii) to the extent FEEL fails to comply with its obligations under sub-paragraph (i) above (and without prejudice to any rights that Standard Bank may have against FEEL in respect of such failure), which MIE shall purchase the relevant Put Shares forthwith upon having the lawfully available funds to do so and being in Compliance with Financing Agreements. (e) A Put Share shall only be purchased if and to the extent that the relevant Put Price for such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date Put Share has been paid in full, and until payment of the relevant Put Notice. Price has been made in full, the Put Option Holder shall maintain all its right, title and interest in such Put Share. (f) [Intentionally Blank] (g) On or before the relevant Put Closing Purchase Date, Lender will deliver to the Company Put Option Holder shall surrender the certificate(s) certificate or certificates representing the Put Shares to be purchased on the Put Purchase Date (duly endorsed for transfer by Lender or, if the Put Option Holder alleges that such certificate has been lost, stolen or accompanied by duly executed stock powers in blank) destroyed, a lost certificate affidavit and agreement reasonably acceptable to MIE or the Company shall tender to Lender indemnify MIE or the Company against any claim that may be made against MIE or the Company on account of the alleged loss, theft or destruction of such certificate) to MIE or the Company, in the manner and at the place designated in the Election Notice against payment in full of the relevant Put Price in cash by wire transfer of immediately available funds to an account at the order of the Person whose name appears on such certificate or certificates as the owner thereof (which payment shall be made by MIE, the Company or FEEL (as the case may be)). In the event that less than all of the Shares represented by a bank designated by Lender. The Company and Lender acknowledge and agree that certificate are purchased, a new certificate representing the Company’s obligation to purchase balance of the Issued unsold Shares from Lender pursuant shall promptly be issued to the Put Option is an Obligation secured Holder by the Collateral Company and any related guarantees under a certificate for the Loan Documents, and for so long Put Shares purchased shall be issued by the Company to MIE or FEEL (as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partycase may be). 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise (h) Upon expiration of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement)Period, as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the each Put Option Holder shall be deemed an intention forfeit its right to decline to accelerate the exercise its Put OptionRight. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an Investor shall have a put option (the “Put Option”) commencing on the one-year anniversary of the Closing Date (as defined below). Pursuant to the Put Option, Investor shall have the right to sell to Issuer, and Issuer shall be obligated to purchase from Investor, all or any portion of shares of Ordinary Shares purchased pursuant to this Subscription Agreement, at a purchase price per share equal to 120% of the Issued Per Share Subscription Price (the “Put Purchase Price” and, the cash payable, a “Cash Payment”); provided, however, that the Company shall have the option, at its sole discretion, to issue shares of Ordinary Shares in lieu of making a Cash Payment, of which the cost basis of each share shall equal Thirty Cents ($0.30), provided that the aggregate value of the shares of Ordinary Shares issuable to Investor in lieu of making any Cash Payment shall not exceed Two Hundred Four Thousand Dollars ($204,000). Investor may exercise the Put Option, in whole or in part, by delivering to Issuer a notice in writing in the form attached hereto in Schedule A (the “Put Notice”) at any time on or after the one- year anniversary of the Closing Date and prior to the Put Expiration Date (as defined below). Within five business days of receipt of the Put Notice, Issuer shall purchase the number of shares identified in the Put Notice (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds in an amount equal to an the aggregate Put Purchase Price for the Put Shares to Investor’s account at specified in the Put Notice or issue shares of Ordinary Shares to Investor or its designees in lieu of making a bank designated by LenderCash Payment pursuant to this Section 1(b); provided that payment of the Put Purchase Price or issuance of shares, as applicable, shall be subject to the delivery of the Put Shares to Issuer or Issuer’s registrar for the Shares. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding automatically terminate on the foregoing, Lender shall have date that is the right, but not the obligation, to accelerate the exercise second- year anniversary of the Put Option upon a Fundamental Transaction Closing Date and (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentssuch earlier date, the “Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateExpiration Date”).”

Put Option. The (a) In the event of a Termination for any reason other than (i) Executive's death or Permanent Disability, (ii) Executive's Termination with Cause or (iii) Executive's resignation without Good Reason, the holder of Executive Stock (whether such holder is Executive or one or more of Executive's Permitted Transferees) shall, according to the terms, conditions and limitations provided in this Paragraph 4, have the right to require the Company hereby grants to Lender an option repurchase up to $1,000,000 in Fair Market Value of shares of Executive Stock held by Executive at the Put Price (the “Put Option”"Put") by delivering a written notice to sell all or any portion --- the Company specifying the number of the Issued Shares shares to be purchased (the “"Put Shares”Notice") ---------- within 45 business days after the date of such Termination. If Executive fails to deliver to the Company for a total purchase price of $195,000the Put Notice within such 45 business days, pro-rated for Executive shall have no right to require the Company to repurchase any portion thereof (the “Put Price”). The Put Option may be exercised with respect shares pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or this Paragraph. (b) The Put Notice shall set forth the ten number and class of shares of Executive Stock to be Put to the Company. Within 10 business days after delivery of the Put Notice, the Company shall reasonably and in good faith determine the Put Price as provided hereunder. At a mutually agreeable time and place, but in no case more than 15 business days after final determination of the Put Price (10as determined under the procedure set forth in the definition of Fair Market Value), the Company shall purchase and the holder of the Executive Stock shall sell shares of Executive Stock pursuant to paragraph 4(c)(i) Business Day period commencing hereof (the "Initial Put Closing"). Thereafter, on the date which is nine (9) months 12months after the --------------- date that of Termination, the registration statement for Company shall purchase and the registration holder of the Issued Shares is declared effective by Executive Stock shall sell shares of Executive Stock pursuant to paragraph 4(c)(ii) hereof (the SEC "Secondary Put Closing). If not exercised during ----------------------- (i) At the Initial Put PeriodClosing, the Put Option Executive shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) certificates representing up to $750,000 in Fair Market Value of Executive Stock calculated at the Put Shares (Price, to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed for transfer by Lender in blank or accompanied by duly executed stock powers in blank) forms of assignment (with signatures guaranteed), and the Company shall tender deliver to Lender the Executive the Put Price for such shares, (i) by cancellation of the Executive Note and/or any other outstanding indebtedness of the Executive to the Company in cash an amount no greater than the Put Price for such shares, and thereafter, (ii) by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase Executive. (ii) At the Issued Shares from Lender pursuant Secondary Put Closing, the Executive shall deliver to the Company certificates representing up to $250,000 in Fair Market Value of Executive Stock calculated at the Put Option is an Obligation secured Price, to be repurchased by the Collateral Company free and any related guarantees under the Loan Documentsclear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment (with signatures guaranteed), and for so long as the Put Option is outstanding and, if exercised, Company shall deliver to the Executive the Put Price for such shares, (i) by cancellation of the Executive Note and/or any other outstanding indebtedness of the Executive to the Company in an amount no greater than the Put Price for such shares, and thereafter, (ii) by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. (d) The "Put Price" for each share of Executive Stock shall be equal to --------- the Fair Market Value thereof on the date of the Put Notice. (e) The right of the Executive to Put shares of Executive Stock pursuant to this paragraph 4 shall terminate upon the first to occur of the Sale of the Company or a Qualified Public Offering. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock 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 Executive Stock hereunder which the Company is not yet tenderedotherwise entitled or required to make, the Lender’s right to receive time periods provided in this paragraph 4 shall be suspended, and shall recommence when the Company may make such repurchases under such restrictions. If the repurchase of Executive Stock is delayed as contemplated in this Paragraph 4(f), the Put Price shall be secured by equal to the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise Fair Market Value of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to Executive Stock on the date of the proposed consummation Put Notice plus interest accruing over the period of delay equal to the Fundamental Transactionlesser of 9.5% per annum, together with all relevant information relating theretocompounded annually, in form sufficient computed on the basis of a 360 day year and the actual number of days elapsed or the maximum rate permitted by applicable law. (g) Notwithstanding anything contained herein to enable Lender the contrary, Executive shall not have the right to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise require the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured repurchase any shares held by the Collateral thereunderExecutive, and shall be immediately due and payable pursuant to Lender. 6.3 If any portion of the Note is converted into Common Stock this Paragraph 4, other than pursuant to the Loan Documents, terms of (i) the Initial Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateClosing in an amount up to $750,000 of Fair Market Value or (ii) the Secondary Put Closing in an amount up to $250,000 of Fair Market Value.

Put Option. The (a) Upon each of the second and third anniversary of the date of this Agreement (the “Anniversary”), if there has not been a Listing Event by such time, then, and for thirty (30) days after such Anniversary to the Investors shall have the right to request in writing (the “Option Notice”) that the Company hereby grants to Lender an option repurchase all (but not less than all) the Primary Shares and Warrant Shares for the price, and on the terms set forth herein (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may shall only be exercisable by the delivery of the Option Notice during the applicable thirty-day window following the Anniversary, and if no Option Notice is delivered within the thirty days following the third anniversary of the date of this Agreement, then the Put Option set forth in this Section 5.15 shall terminate and be of no further effect. Notwithstanding anything to the contrary contained herein, the Put Option must be exercised with respect to any amount that is equal all of the Primary Shares and all of the Warrant Shares issued pursuant to this Agreement or otherwise held by the Investor, and not for less than the entire balance amount of Primary Shares and Warrant Shares held by the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods Investors. (the “Put Period”): (ab) During the ten (10) Business Day days following the receipt of an Option Notice, the Company and the Investor shall negotiate in good faith to determine the purchase price for the Primary Shares and the Warrant Shares (the “Option Price”). If no agreement as to Option Price is reached within such period commencing (which shall expire as of 5:00 PM, New York time, on the first anniversary hereoftenth day), then the parties shall thereafter negotiate in good faith to determine an independent entity (the “Appraiser”) to value the Primary Shares and the Warrant Shares. If no agreement is reached by the parties as to the Appraiser by the end of the twentieth (20th) day after the receipt of the Option Notice, then the determination of who shall act as Appraiser shall be made as follows: each of the Company and the Investor shall each select one appraiser by the twenty-fifth (25th) day after receipt of the Option Notice. The two appraisers together shall select a third appraiser by the thirtieth (30th) day after receipt of the Option Notice, who shall be an independent and neutral party, and who shall serve as the "Appraiser". Such Appraiser shall be retained immediately, with each party hereto taking such steps, delivering such information and advancing such funds, as may be necessary to effect such engagement. Such Appraiser shall be instructed that he shall deliver his determination of the Option Price, based upon whatever information may be submitted to him by the parties, or which he may obtain independently, within seven (b7) the ten days of his engagement, but in any case not later than forty (1040) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration of receipt of the Issued Shares is declared effective by the SEC Option Notice. If not exercised during the Put PeriodThe parties, the Put Option shall terminate and or one of them, shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice entitled to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver begin steps to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) identify and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to retain an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days Appraiser prior to the date expiration of the proposed consummation time periods set forth above. The valuation set by the Appraiser shall be binding on both parties (absent manifest error in calculations based on materials reviewed by the Appraiser), notwithstanding any claimed defect in information available to such appraiser, market conditions or otherwise; provided, however, that in no event shall the Option Price be greater than the sum of the Fundamental Transactionactual Purchase Price paid hereunder, together plus the exercise price paid for any Warrant Shares, multiplied by 1.25. Any costs and expenses associated with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender this Section 5.15 shall advise be borne by the Company whether and the Lender has elected Investor equally (with the Investor’s share of such costs and expenses to accelerate be deducted from the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionPrice). 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The Company Purchaser hereby grants to Lender the Investor Member an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) Investor Member Membership Interest to the Company for a total Purchaser upon the terms and conditions hereinafter set forth. The purchase price of $195,000, pro-rated for any portion thereof the Investor Member Membership Interest under the Put Option (the “Put Price”) shall be the greater of $1,000 or the amounts due and owing, if any, to NDC New Markets Investments LXV, LLC, a Delaware limited liability company (“NDC CDE”), ▇▇▇▇▇▇▇▇▇▇ Revitalization XV, LLC, a Delaware limited liability company (“BR CDE”), and Northern California Community Loan Fund NMTC Sub-CDE III, LLC, a California limited liability company (“NCCLF CDE” and, collectively with the BR CDE and the NDC CDE, the “CDEs”), pursuant to that certain Indemnification Agreement (QALICB), by and among EIC QALICB, Inc., NDC CDE, BR CDE, and NCCLF CDE for the benefit of JPMorgan Chase Bank, N.A. (the “Indemnification Agreement (QALICB)”). In the event that the amounts due and owing to the CDEs pursuant to the Indemnification Agreement (QALICB) have been paid, the Put Price shall be considered satisfied. (b) The Put Option may be exercised with respect to by the Investor Member at any amount time during the period between the last day of the Compliance Period and the date that is equal to or less than sixty (60) days after the entire balance last day of the outstanding Compliance Period (the “Put SharesOption Period”). (c) If, at any time during the earlier to occur of the following Put Option exercise periods Period, the Investor Member elects to sell the Investor Member Membership Interest pursuant to the provisions of this Section 2, it shall give the Purchaser written notice of such election (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Election Notice”). The Put Delivery of the Election Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate constitute the exercise of the Put Option upon a Fundamental Transaction and shall bind the Purchaser to purchase the Investor Member Membership Interest for an amount equal to the Put Price. (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”d) no later than Within thirty (30) calendar days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s following receipt of the Fundamental Transaction NoticeElection Notice pursuant to Section 2(c) hereof, Lender the Purchaser shall advise pay to the Company whether Investor Member the Lender has elected Put Price, in immediately available funds. Upon payment of the Put Price, title to accelerate the Investor Member Membership Interest shall vest in the Purchaser, and the Investor Member shall no longer have a Membership Interest in the Fund. (e) The Purchaser shall bear both parties’ closing costs attributable to the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (i) The Company hereby grants to Lender Holder an option (the “Put Option”) to sell all or any portion of the Issued Warrant or the Warrant Shares for which the Warrant has been exercised (the “Put SharesInterest”) to the Company for a total purchase price of Eight Hundred Sixty Three Thousand One Hundred Dollars ($195,000863,100), pro-rated for any portion thereof thereof, representing a purchase price of Three Dollars and Fifteen Cents ($3.15) per Warrant Share, subject to adjustment as set forth herein (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time and, if for a portion thereof, from time to time, during the earlier to occur of the following Put Option exercise periods thirty-day period (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofearliest of (1) the date of prepayment in full of the Term Loan (as defined in the Loan Agreement); (2) the date of Lender’s (as defined in the Loan Agreement) acceleration of the Obligations (as defined in the Loan Agreement) following an Event of Default (as defined in the Loan Agreement) which is not cured within any applicable grace period under the Loan Documents (as defined in the Loan Agreement) (which acceleration right shall not be waived if not exercised following a prior Event of Default), or (b3) the ten (10) Business Day period commencing July 15, 2019, and ending at 5:00 p.m., New York time, on the date which is nine (9) months after the date that the registration statement for the registration last day of the Issued Shares applicable Put Period (and if such last day is declared effective by not a Business Day, then at 5:00 p.m., New York time, on the SEC next succeeding Business Day) (the “Expiration Date”). If not exercised during by the Put PeriodExpiration Date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by LenderHolder’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares Interest shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender Holder will deliver to the Company the Warrant and/or certificate(s) for Warrant Shares (if certificated) representing the Put Shares Interest (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankHolder) and the Company shall tender to Lender Holder the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderHolder. The Put Option is assignable by Holder at any time in whole or in part. (ii) The Company and Lender Holder acknowledge and agree that the Company’s obligation to purchase the Issued Shares Put Interest from Lender Holder pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the LenderHolder’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise . (iii) In the event of any adjustment of the per share “Exercise Price” hereunder, the Put Option Price per Warrant Share shall not be transferred or assigned adjusted as follows: the adjusted Put Price per Warrant Share shall be equal to any third partythe product of (1) the Put Price in effect immediately prior to the adjustment of the Exercise Price, multiplied by (2) a fraction, the numerator of which shall be the pre-adjustment Exercise Price, and the denominator of which shall be the post-adjustment Exercise Price. Such adjustment shall be made successively whenever an adjustment to the Exercise Price is made. 6.1 (iv) Notwithstanding the foregoing, Lender Holder shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreementbelow), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender Holder to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of LenderHolder’s receipt of the Fundamental Transaction Notice, Lender Holder shall advise the Company whether the Lender Holder has elected to accelerate the exercise of the Put Option. LenderHolder’s failure to timely notify the Company of LenderHolder’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants On and for fifteen (15) business days after (x) January 8, 2010 or, if earlier, (y)(i) each date that the Contributing Shareholders receive a Drag-Along Notice pursuant to Lender an option Section 12.8 of the Holdco LLC Agreement, or (ii) the date of notice to Holdco by McJ Members of the exercise of their rights under Section 12.10 of the Holdco LLC Agreement, each Contributing Shareholder shall have the right and option, but not the obligation (the “Put Option”) ), to sell cause Holdco to purchase all or any portion of the Issued Shares Holdco Units acquired by such Contributing Shareholder hereunder for a purchase price in cash equal to the value of each Holdco Unit as set forth in Section 1.2(ii) (as adjusted for any split, subdivision, combination, consolidation, recapitalization or similar event with respect to the Holdco Units) (the “Put SharesConsideration”) by written notice to Holdco of the Company for a total purchase price exercise of $195,000, pro-rated for any portion thereof such right and option (the an “Put PriceExercise Notice”). The closing of any exercise of the Put Option may be exercised with respect to any amount that is equal to or less than shall occur at 9:00 A.M. at the entire balance offices of the outstanding Put SharesHoldco on, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): as applicable, (a) the ten (10) Business Day period commencing on the first anniversary hereofFebruary 25, or 2010, (b) the ten date and time of the closing of each Drag-Along Sale pursuant to the Holdco LLC Agreement (10provided, that if the Drag-Along Sale expires pursuant to Section 12.8(d) Business Day period commencing on of the Holdco LLC Agreement, the Contributing Shareholders may withdraw the Exercise Notice, or, if not withdrawn, the Contributing Shareholders and Holdco shall agree to another time and place for the closing), or (c) the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by redemption under Section 12.10 of the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effectHoldco LLC Agreement. The Put Option shall be exercisable by Lender’s delivery expire on the earliest of written notice to (x) the Company sixteenth business day after January 8, 2010, (the “Put Notice”). The Put Notice shall specify y) the date on which the of closing of the purchase Drag-Along Sale pursuant to which all Holdco Units of the Put Shares shall take place all Contributing Shareholders are sold at such closing, or (the “Put Closing Date”z), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Noticeredemption pursuant to Section 12.10 of the Holdco LLC Agreement. On Holdco (or before its designee) shall pay the Put Closing DateConsideration for each Holdco Unit acquired by such Contributing Shareholder hereunder to the Contributing Shareholder exercising his Put Option, Lender will by wire transfer of immediately available funds, and such Contributing Shareholder shall, if applicable, deliver to Holdco certificates representing all of the Company Holdco Units acquired by such Contributing Shareholder hereunder, duly endorsed in blank or otherwise in proper form for transfer to Holdco. Notwithstanding any of the certificate(sabove, if any Contributing Shareholder(s) representing has exercised his Put Option pursuant to this Section 3 and Holdco is not permitted to consummate the transactions contemplated by the Put Shares (duly endorsed for transfer by Lender Option under applicable law, or accompanied by duly executed stock powers due to a default under any debt financing agreement of Holdco or any of its direct or indirect subsidiaries, or if a payment pursuant to this Section 3 would trigger a default under any such debt financing agreement, Holdco shall issue to such Contributing Shareholder(s) a promissory note with a principal amount equal to the applicable Put Consideration and an interest rate equal to the prime rate then in blank) effect, and the Company shall tender to Lender the Put Price such principal and interest will be paid in cash full by wire transfer of immediately available funds at such time as Holdco is permitted to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the pay such Put Option is an Obligation secured by the Collateral Consideration under applicable law and any related guarantees under the Loan Documents, debt financing of Holdco and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral its direct and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyindirect subsidiaries. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (1) In the event Magic Lantern decides that it does not wish to Lender an option extend the term of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the “"Put Option”") to sell all or any portion require NTN Canada to purchase from the Vendor all, but not less than all, of the Issued Common Shares (acquired by the “Put Shares”) Vendor pursuant to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance provisions of the outstanding Put SharesPromissory Note, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofif any, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective are then still beneficially owned by the SEC . If not exercised during Vendor (hereinafter in this Article 1 collectively referred to as the Put Period, the Put Option shall terminate and shall be of no further force or effect. "Vendor's Shares"). (2) The Put Option shall be exercisable exercised by Lender’s delivery the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of written notice Exercise") of its intention to exercise the Company Put Option. (3) Upon exercise of the “Put Notice”). Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The Put sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditions: (a) the purchase price payable for each of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price shall specify be payable by certified cheque or bank draft at the time of completion of the transaction; (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion of the sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which the closing Vendor delivered the Notice of the purchase of the Put Shares shall take place (the “Put Closing Date”)Exercise to NTN Canada, which provided such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price day is not yet tendereda Saturday, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred Sunday or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default)statutory holiday, in which event the Put Price completion of the sale shall be added to take place on the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lendernext business day thereafter. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the (5) The Put Option set forth hereinaboveshall expire on September 30, if not terminated by its terms herein, shall terminate1999.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during Upon the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on Maturity Date of the first anniversary hereof, Note or (b) the ten repayment in full of all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note, the Holder shall have the right (10) Business Day period commencing on the date which is nine "Put Option"), exercisable at its sole option, to require the Company to purchase the Warrant Shares at the Fair Market Value thereof (9) months after the date "Put Option Price"); provided, however, that the registration statement for the registration any exercise of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option must be for at least twenty-five (25%) of the then-outstanding Warrant Shares (as such number may be adjusted from time to time pursuant to this Warrant). If the Holder wishes to exercise the Put Option, it shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice furnish to the Company (a written notice notifying the “Put Notice”). The Put Notice shall specify the date on which the closing Company of the purchase of its election to exercise the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than Option and specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the date of purchase. Upon the receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, on such specified date of purchase, such Warrant Shares at the Put NoticeOption Price, regardless of whether this Warrant is exercised at such time; provided, however, that if this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall be reduced by the Warrant Purchase Price, but only to the extent that this Warrant has not been exercised. On Notwithstanding the foregoing, if the Company repays in full all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note on or before the Put Closing Date, Lender will deliver to date that is three (3) years from the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer issue original date of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Warrant, the Put Price is Holder shall not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option until the date that is no earlier than the day after the date that is three (3) years from the issue date of this Warrant. The Company shall not be transferred or assigned to any third party. 6.1 Notwithstanding bear all costs and expenses incurred in connection with the foregoing, Lender shall have determination of the right, but not the obligation, to accelerate the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any legal fees and expenses incurred by the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together Holder in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionsuch determination. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate In connection with the exercise of the Put Option. Lender’s failure to timely notify , the Company Per Share Schaden Purchase Amount (as defined in Section 3.3) will be paid in connection with the determination of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionFair Market Value, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentslast paragraph of the definition of Fair Market Value, the Put Option set forth hereinabove, if and will not terminated by its terms herein, shall terminatebe paid pursuant to Section 3.3.

Put Option. 1.1 The Company Buyer hereby grants irrevocably undertakes to Lender an option purchase the Shares at the price and under the other terms and subject to the conditions set forth in the EPA and in this Put Option Agreement, subject only to the delivery by the Seller Parties of a notice to sell the Shares to the Buyer in accordance with the terms of this Put Option Agreement, the form of which is set out in Schedule B (the “Put Option” and the notice of such decision being referred to as the “Exercise Notice”). Upon the delivery of the Exercise Notice to the Buyer, each of the Buyer and Seller Parties shall be bound to execute and deliver the EPA on a date (the “Execution Date”) to sell all or be agreed among the Seller Parties and the Buyer; provided that such Execution Date shall in any portion event be no later than two (2) Business Days following delivery of the Issued Exercise Notice; provided further that the Seller Parties and the Buyer shall be bound by the terms of the EPA as from the date of the Exercise Notice (and, as a consequence, as from such date, the Seller shall be bound to sell to Buyer, and Buyer shall be bound to purchase from the Seller, the Shares pursuant to the terms and subject to the conditions set forth in the EPA) whether or not the EPA has been executed and delivered by the parties thereto on the Execution Date. 1.2 By countersigning the Put Option Agreement (the date of such signature being referred to as the “Put Option Date”), the Seller Parties accept the benefit of the Put Option as an option solely, without undertaking to exercise such option. 1.3 An Exercise Notice may only be delivered by the Seller Parties to the Buyer prior to 6:00 pm (ET) on the Expiry Date (as defined below). The Seller Parties’ right to deliver an Exercise Notice and cause the Buyer to execute the EPA shall automatically terminate at 6:00 pm (ET) on the date (the “Put SharesExpiry Date”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of of: 1.3.1 the following Put Option exercise periods date, as such date is defined below in Clause 2 (the “Put Period”): (a) the Consultation Process), falling ten (10) Business Day period commencing on Days after the first anniversary hereofConsultation Process has been completed or is deemed completed, or in accordance with Clause 2 (b) the ten Consultation Process); and 1.3.2 six (10) Business Day period commencing on the date which is nine (96) months after the date that Put Option Date. 1.4 If the registration statement for Exercise Notice has not been delivered prior to 6:00 pm (ET) on the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodExpiry Date, the Put Option shall Agreement (including, for the avoidance of doubt, the Put Option) will automatically terminate as at the Expiry Date, and the Buyer shall be of no further force or effect. The released from its obligations under the Put Option shall be exercisable by Lender’s delivery Agreement (and the EPA), without any liability whatsoever save in case of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing prior breach of the purchase terms and provisions of this Put Option Agreement. 1.5 The parties hereto hereby expressly agree that the validity and enforceability of the Put Shares shall take place (Option is not subject to the “execution of an amendment to the EPA or any other document by the Buyer and accordingly, in the event the Seller Parties deliver a valid Exercise Notice in accordance with the provisions of this Put Closing Date”)Option Agreement, which such date shall be no earlier than ten (10) days but no later than thirty (30) days the parties hereto shall, as from the date of the Put Exercise Notice. On or before , be bound to perform their obligations under the Put Closing DateEPA, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral terms and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior subject to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option conditions set forth hereinabove, if not terminated by its terms herein, shall terminatethereunder.

Put Option. 14.1 The Company hereby Investor irrevocably grants to Lender an the Existing Shareholders, who hereby accept, a put option right in accordance with Article 1331 of the Civil Code, pursuant to which each Existing Shareholders shall severally be entitled to sell to the Investor the quota held, or part of it, from time to time, by such Existing Shareholder (the “Put OptionOption Right”). 14.2 Each Existing Shareholders shall be entitled to exercise the Put Option Right at any time starting from the 3rd (third) to sell all or any portion anniversary of the Issued Shares subscription and payment by the Investor of the Second Tranche of the Capital Increase and until the third anniversary thereafter (the “Put SharesOption Exercise Period”) to the Company ), for a total purchase price consideration equal to a multiple of $195,000, pro-rated for any portion thereof 8x of the latest available EBITDA as of the date in which the Put Option Right has been exercised (the “Put PriceOption Consideration”). . 14.3 The Existing Shareholder which intends to exercise the Put Option may be exercised with respect Right shall deliver a written notice to any amount that is equal to or less than the entire balance Investor and the Board of Directors within the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods Exercise Period, indicating the quota to be sold (the “Put PeriodOption Notice”): ). Within 20 (a) the ten (10twenty) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Days from receipt of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option Notice, the board of directors of the Company shall terminate determine and shall be notify the Investor and the relevant Existing Shareholder the (i) EBITDA, based on the most recent approved financial statements available as of no further force or effect. The the date of delivery of the Put Option Notice and, consequently (ii) Put Option Consideration. 14.4 Should the Investor and/or the relevant Existing Shareholder have any objection regarding the calculation of the EBITDA and/or the Put Option Consideration made by the Company’s board of directors and/or any of the items included in the relevant calculation, it/he shall be exercisable by Lender’s delivery of serve a written notice to the Company and the other Party involved (“Objection Notice”) setting out the reasons of any such objection and specifying the items it/he considers to be included or excluded from the EBITDA calculation (“Disputed Items”). 14.5 The Objection Notice shall be served by the Investor and/or by the relevant Existing Shareholder within 30 (thirty) calendar days as of receipt of the notification referred to under Paragraph 14.3 above; the EBITDA calculation made by the Company’s board of directors shall be deemed to be definitive and binding if the Objection Notice is not served within the term referred under this Paragraph. 14.6 If an Objection Notice is served by the Investor and/or by the relevant Existing Shareholder to the other Parties involved in accordance with the provisions set forth in Paragraph 14.4 above, the following shall apply: (i) the Investor and the relevant Existing Shareholder shall jointly review, in cooperation with the respective advisors, the calculation of the EBITDA, in order to find an agreement on the Disputed Items; (ii) if the Investor and the relevant Existing Shareholder are unable to find an agreement on the Disputed Items and on the Put Option Consideration within 15 (fifteen) Business Days of receipt of the Objection Notice, then any such Party involved may submit – also in the interest of the other Party/ies – the decision on the determination of the EBITDA to the Independent Auditor, by way of written notice to be served also to the other Party/ies involved, within 10 (ten) Business Days as of the expiry of the aforesaid term (“Auditor Notice”); (iii) should the decision on any Disputed Items be entrusted to the Independent Auditor, the following provisions shall apply: a. in the performance of its mandate, the Independent Auditor will act as an accounting expert (perito contrattuale) and not as an arbitrator (arbitratore) pursuant to Article 1349 of the Civil Code; b. to the extent that the Investor and the relevant Existing Shareholders do not agree otherwise in writing, the Independent Auditor shall determine its own procedure and shall give each of the Party reasonable chances to make written representations to the same and the other Party/ies; c. the Independent Auditor shall review (i) the last financial statements available as of the exercise date of the Put Option, (ii) this Shareholders’ Agreement, and (iii) the Objection Notice, and shall determine the EBITDA applicable in accordance with Paragraph 14.2 above; d. the Independent Auditor shall be instructed to render its final determination (the “Put Auditor Determination”) in writing to the Parties within 20 (twenty) calendar days of receipt by the same of the Auditor Notice”), or the different date agreed upon in writing by the Parties involved; e. the Auditor Determination shall indicate the assessment made by the Independent Auditor with respect to any Disputed Items as well as the decisions taken by the Independent Auditor in relation to the value of the EBITDA. The Independent Auditor will provide a brief explanation of the reasons grounding its decision, together with supporting evidence; f. it is understood that (1) the scope of the Auditor Determination shall be strictly limited to the Disputed Items, (2) the Independent Auditor shall be instructed in the Auditor Notice not to render any determination outside this scope, and (3) any determination that the Independent Auditor may give outside this scope or in breach of the other provisions hereof will not be binding on the Parties; g. the Company the Investor and the relevant Existing Shareholder shall procure that the Independent Auditor will have access to all relevant books and records of the Company, as well as to the Company’s personnel and consultants, to the extent necessary in order to conduct its assessment; h. the Independent Auditor shall discuss the matters in dispute with the Investor and the relevant Existing Shareholder, as well as the respective advisors, before rendering the Auditor Determination (and the Independent Auditor shall be specifically instructed to do so in the Auditor Notice). 14.7 The Parties agree that the determinations made by the Independent Auditor in the Auditor Determination shall be final and binding upon them for the purposes of this Shareholders’ Agreement, except in case of mistake (errore), willful conduct (dolo) or duress (violenza), provided in any event that the Auditor Determination can only be challenged on any of these grounds by no later than 3 (three) months of the date when the Auditor Determination is notified to the Party/ies challenging its contents through an arbitration proceeding initiated pursuant to Paragraph 22.2. 14.8 All fees and disbursements of the Independent Auditor due in connection with the preparation and delivery of the Auditor Determination shall be borne by: (i) the Investor or, each of all, the relevant Existing Shareholder, depending on whether the objections raised by the Investor in the Objection Notice have been totally rejected or upheld, respectively, by the Independent Auditor; (ii) in no case the Company shall bear the expenses in connection with the Auditor Determination. 14.9 The transfer of the quotas in relation to which the Put Notice Option Right has been exercised shall specify take place by no later than the 20th (twentieth) Business Day following the date on which the closing of Put Option Consideration has been definitely determined pursuant to the purchase of procedure outlined under this Article 14, before the Notary chosen by the Investor. The Put Shares shall take place (the “Put Closing Date”), which such date Option Consideration shall be no earlier than ten (10) days but no later than thirty (30) days from paid for by the Investor at the execution date of the Put Noticeaforesaid transfer. On or before the Put Closing Date, Lender will deliver Any costs and expenses related to the Company completion of the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to quotas for which the Put Option is an Obligation secured Right has been exercised – with the exception of the costs and expenses relating to the Independent Auditor – shall be borne by the Collateral and any related guarantees Investor. 14.10 It being understood that the Investor will have the right to designate a third party which will purchase the quotas under the Loan Documents, and for so long as the Put Option is outstanding Right, pursuant to Article 1401 of the Civil Code, provided that: (i) such third party shall, simultaneously with the transfer of the relevant quotas, execute and deliver to all Parties a deed of adherence to this Shareholders’ Agreement, undertaking to be bound by all obligations and entitled to all rights thereunder as if it were an original party hereto; and, if exercised, (ii) the Put Price is not yet tendered, the Lender’s right quotas transferred to receive the Put Price such third party pursuant to this Paragraph 14.10 shall be secured by converted into Class B Quotas and shall carry the Collateral same rights and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior subject to the date of same restrictions as the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionClass B Quotas. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The a. At any time during the Put Period, ▇▇▇▇▇ shall have the right and option, by delivering to the Company hereby grants a Put Notice, to Lender an option require the Company to purchase all, but not less than all, of the Warrants (the “"Put Option”") for the Put Price. b. Within three (3) business days following its receipt of the Put Notice, the Company shall designate to sell ▇▇▇▇▇ in writing (the "Put Election Notice") (i) a proposed date of closing of the Put Option, which date shall be at least five (5) but not more than thirty (30) days after the receipt by the Company of the Put Notice, as such date may be extended until such time as each of the covenants set forth in Section 9(b) have been fully complied with (the "Sale Date"), and (ii) whether the payment of the Put Price shall consist of cash or shares of Common Stock. c. On the Sale Date, ▇▇▇▇▇ shall transfer and deliver to the Company all its right, title and interest in and to the Warrants, free and clear of all liens, charges, restrictions, options, rights and other encumbrances, against payment of the Put Price, and the Company shall (i) in the event the Company elects in the Put Election Notice that the Put Price shall consist of cash, pay the Put Price in immediately available funds by wire transfer to such bank account(s) located in the United States as are designated by ▇▇▇▇▇ not less than two (2) business days prior to the Sale Date or (ii) in the event the Company elects in the Put Election Notice that the Put Price shall consist of shares of Common Stock, the Company shall deliver to ▇▇▇▇▇ certificates for shares of Common Stock (rounded to the nearest whole number of shares) equal in aggregate Market Value to the Put Price. Upon delivery of the Put Notice, all rights under the Warrants shall immediately terminate and cease to be in effect, including the right to exercise or transfer the Warrants, unless the Company fails to timely comply with its obligations hereunder following receipt of the Put Notice. For all tax and financial reporting purposes, the Company and ▇▇▇▇▇ shall treat the Sale Date as the date of the sale or redemption of the Warrants; provided, however, that if payment of any portion of the Put Price is deferred past the Sale Date in accordance with the provisions of Section 3(f) of this Agreement, the Sale Date shall be considered the date of sale or redemption of the same proportion of the Warrants as is equal to the proportion of the total Put Price paid on such Sale Date, with the remainder of the Warrants being treated as sold or redeemed on the date that the remaining amount of the Put Price is paid by the Company. The Put Price shall be allocated between Lucasfilm and ▇▇▇▇▇ Licensing Ltd. in proportion to the number of shares of Common Stock underlying the respective Warrants held by each such party. d. The Put Notice shall be irrevocable. e. The Put Option shall terminate and be of no further force and effect upon any of (i) the exercise by ▇▇▇▇▇ of all or any part of any of the Warrants, (ii) the transfer or other disposition by ▇▇▇▇▇ of all or any portion of the Issued Shares (Warrants, unless such transfer is made in compliance with the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance terms of the outstanding Put Shares, at any time during Warrants and the earlier to occur terms of this Agreement and ▇▇▇▇▇ transfers all of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofWarrants, along with all of its rights and obligations under this Agreement, to a single entity, or to one or more entities all of which are controlled by a single entity, or (biii) upon any assignment by ▇▇▇▇▇ of its rights under this Section 3 that is not permitted by Section 15 hereof. f. In the ten (10) Business Day period commencing on the date which is nine (9) months after the date event that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during ▇▇▇▇▇ exercises the Put PeriodOption, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice Company elects to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender pay the Put Price in cash by wire transfer shares of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedCommon Stock, the Put Price comprises more than 100,000,000 shares of Common Stock, and the number of authorized shares of Common Stock available is not yet tendered, inadequate to issue the Lender’s right to receive full number of shares of Common Stock called for in the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise computation of the Put Option upon a Fundamental Transaction Price, then the Company will issue the maximum number of shares of Common Stock which are then authorized and available. Following issuance of the maximum number of shares which are available on the Sale Date, the Company will use its best efforts to obtain additional authorized shares as promptly as practicable to allow for the issuance of the remaining shares of Common Stock necessary to pay the full Put Price. The number of shares of Common Stock to be issued to fulfill any such shortfall, when additional authorized shares are obtained, will equal the difference between (as defined i) the total aggregate number of shares that the Company would otherwise have been obligated to issue to ▇▇▇▇▇ on the Sale Date, notwithstanding this Section 3(f), and (ii) the number of shares already paid by the Company, and will not be adjusted for any changes in the Loan Agreement), as follows: The Company shall send written notice of Market Value following the proposed Fundamental Transaction date that is two (“Fundamental Transaction Notice”2) no later than thirty (30) business days prior to the date of the proposed consummation of the Fundamental TransactionSale Date. Alternatively, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise may settle any excess amount of the Put Option. Lender’s failure Price left unpaid as a result of an inadequate number of authorized and available shares of Common Stock by paying the remaining Put Price in cash, such remainder again being computed by reference to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise Market Value of the Put Option following an Event shares of Default under Common Stock provided based on the Loan Documents date that is two (which acceleration right shall not be waived if not exercised following a 2) business days prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderSale Date. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) At any time during the Put Option Period, Standard Bank shall have the option, exercisable in its sole discretion and exercisable only once (the “Put Option”) ), to sell require FEEL to purchase some or all or any portion of the Issued Shares (the “Put Shares”) then owned by Standard Bank (at the Put Price multiplied by the applicable number of Put Shares) by delivering written notice thereof to FEEL (with a copy to MIE and the Company for a total purchase price of $195,000, pro-rated for any portion thereof Company) (the “Put PriceExercise Notice”) specifying the number of Put Shares to be purchased. FEEL shall pay the aggregate Put Price for the Put Shares to Standard Bank in full within one (1) year of the date of the Put Exercise Notice. MIE and the Company shall be jointly and severally liable with FEEL for the obligations of FEEL set forth in this Clause 5A. (b) Upon delivery by Standard Bank of the Put Exercise Notice, FEEL shall elect whether it wishes to purchase the Put Shares (i) in one (1) installment (a “Single Purchase”) or (ii) in three (3) evenly spaced installments (with the installments being as nearly as practicable of equal numbers of Put Shares and the final installment being on a date no later than one (1) year after the date of the Put Exercise Notice) (an “Installment Purchase”). The Put Option may first installment in an Installment Purchase shall be exercised with respect to any amount that is equal to or less made no later than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods ninety (the “Put Period”): (a90) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier Exercise Notice. No later than ten (10) days but no later than thirty (30) days from after the date of the Put Exercise Notice. On , FEEL shall notify Standard Bank by written notice (the “Election Notice”) of (x) the election of a Single Purchase or before an Installment Purchase, (y) if FEEL elects an Installment Purchase, the dates of each installment (each, a “Put Closing Purchase Date”) and the number of Put Shares to be purchased on each Put Purchase Date, Lender will deliver to and (z) the Company time and place in Beijing for the certificate(s) representing closing of the sale and purchase of the Put Shares to be sold on each Put Purchase Date. No later than five (duly endorsed 5) days after the date on which the Put Price must be finally determined in accordance with this Agreement, FEEL shall notify Standard Bank by written notice of the Put Price payable on each Put Purchase Date, together with details of the method of calculation of the Put Price. If FEEL elects a Single Purchase or an Election Notice is not given in accordance with the foregoing provisions, FEEL shall be deemed to have elected a Single Purchase on such date (which shall be treated as the Put Purchase Date but which shall not be later than five (5) days after the date on which the Put Price must be finally determined in accordance with this Agreement) and at such time and place in Beijing as Standard Bank shall notify FEEL (with a copy to MIE and the Company). (c) Notwithstanding any other provisions in this Agreement, if the aggregate Put Price for the Put Shares has not been paid to Standard Bank in full within one (1) year after the date of the Put Exercise Notice: (i) Standard Bank shall first sell, transfer or assign any unpurchased Put Shares to any third party notwithstanding the provisions in Clauses [2.1, 2.2, and 2.3] of the Shareholders’ Agreement; and (ii) if the net proceeds recovered from the sale by Lender or accompanied Standard Bank of unpurchased Put Shares are less than the aggregate Put Price of the unpurchased Put Shares plus any Losses Standard Bank may incur as a result of such failure by duly executed stock powers in blank) MIE, the Company and/or FEEL to pay the aggregate Put Price of the unpurchased Put Shares (such deficiency, the “Put Return Deficiency”), then FEEL, MIE and the Company shall tender to Lender jointly and severally indemnify Standard Bank for the unpaid amount of the Put Price in cash by wire transfer Return Deficiency (the date on which any such unpaid amount is paid to Standard Bank, the “Put Return Deficiency Payment Date”), to the extent that any of immediately FEEL, MIE and the Company has from time to time lawfully available funds to an account at do so and that it will be in compliance (after paying such unpaid amount) with all of the terms of the Standard Bank Facility under which it has outstanding obligations on the relevant Put Return Deficiency Payment Date (“Compliance with Financing Agreements”) provided, that if any of FEEL, MIE and the Company does not fulfill its obligations to pay any part of such unpaid amount of the Put Return Deficiency on the relevant Put Return Deficiency Payment Date as a bank designated by Lender. The Company and Lender acknowledge and agree that result of the Company’s application of the restrictions set forth in this paragraph (ii), it shall remain subject to the obligation to purchase pay the Issued Shares from Lender pursuant to balance of the Put Option Return Deficiency as soon as it is an Obligation secured by the Collateral and any related guarantees under the Loan Documentsable to pay in a manner that complies with such restrictions; provided further, if and for so long as the there is a Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Return Deficiency (as defined in the Loan Agreement)TPG SPA) under the TPG SPA, as follows: The FEEL, MIE and the Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior not pay to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise Standard Bank any unpaid amount of the Put Option. Lender’s failure Return Deficiency pursuant to timely notify this paragraph (ii) before TPG having recovered all the Company proceeds that it is entitled to receive under paragraph (ii) of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise Clause 7.1(c) of the Put Option following an Event of Default under TPG SPA and the Loan Documents Share Charge (which acceleration right shall not be waived if not exercised following a prior Event of Defaultas defined in the TPG SPA), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) If the ten (10) Business Day period commencing Call Option Holder does not exercise the Call Option, the registered holder of this Bond on the first anniversary hereof, or Reset Date shall have the right to require the Company to repurchase this Bond (bin whole and not in part) the ten (10) Business Day period commencing from such holder on the date which is nine Reset Date (9such right, the holder's "Put Option") months after the date that the registration statement for the registration at a price equal to 100% of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be principal amount of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company this Bond repurchased (the “"Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”Price"), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from in the date of circumstances described in the Put Noticenext paragraph. On or before In the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to event the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price shall be payable by the Company to the registered holder of this Bond on the Reset Date, whereas the accrued and unpaid interest on this Bond that becomes payable on the Reset Date shall be payable by the Company to the registered holder of this Bond on the corresponding Interest Payment Record Date, as provided herein and in the Indenture. If for any reason payment of the Put Price is not yet tenderedmade when due on this Bond, the Lender’s right accrued interest from the Reset Date to the date such payment is made would be payable by the Company as part of the Put Price for this Bond, to the person entitled to receive the Put Price Price. (b) On the Reset Date, the registered holder of this Bond on the Reset Date shall be secured deemed to have exercised its Put Option automatically, without any action on its part, for the full principal amount of this Bond held of record by such holder on the Reset Date unless either (x) the Call Option Holder has duly given a Call Notice or (y) if the Call Option Holder does not exercise the Call Option, (i) no later than 10:00 A.M. (New York City time) on the seventh Market Day prior to the Reset Date, the registered holder of this Bond at the time gives notice to the Trustee that such holder elects not to sell this Bond to the Company on the Reset Date (a "Hold Notice") and (ii) such notice is effective (an "Effective Hold Notice") under the 10% Requirement (as defined below). A Hold Notice must be given in the manner described in paragraph 11 below. Consequently, with respect to this Bond on the Reset Date, if a Call Notice is not duly given by the Collateral Call Option Holder and any related guarantees under an Effective Hold Notice is not duly given by the Loan Documents. Lender’s right applicable holder as provided above, the Company shall be obligated to exercise repurchase this Bond from the registered holder on the Reset Date, and the registered holder of this Bond on the Reset Date shall be obligated to sell this Bond to the Company, at the Put Option Price on the Reset Date. Any such sale and purchase shall not be transferred or assigned effected through the facilities of the Depositary, with the registered holder of this Bond on the Reset Date being deemed (in the absence of an Effective Hold Notice) to have automatically tendered this Bond in whole for sale to the Company on the Reset Date, all in accordance with the Depositary's Applicable Procedures as provided in paragraph 5 below. Notwithstanding any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon with respect to this Bond, this Bond shall remain outstanding until it otherwise ceases to be outstanding pursuant to the Indenture. (c) Notwithstanding the foregoing, no Hold Notice for this Bond shall be effective unless Hold Notices are duly given with respect to at least 10% of the principal amount of the Bonds outstanding. The provision described in this paragraph is called the "10% Requirement". If a Fundamental Transaction (as defined in Hold Notice is duly given for this Bond but the Loan Agreement)10% Requirement is not satisfied, as follows: The Company the Trustee shall send give written notice of that fact (a "10% Requirement Notice") to the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no registered holder of this Bond and the Company not later than thirty (30) days prior to the date close of business on the proposed consummation of seventh Market Day before the Fundamental Transaction, together with all relevant information relating theretoReset Date, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen manner described in paragraph 11 below. (15d) days of Lender’s receipt of Notwithstanding the Fundamental Transaction Noticeforegoing, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline be automatically exercised if the Call Option Holder exercises the Call Option but either (i) a Market Disruption Event or Failed Remarketing occurs, as provided in paragraph 4 below, or (ii) the Call Option Holder fails to accelerate pay the Put OptionFace Value on the Reset Date, as provided in paragraph 5(a) below. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Notwithstanding Section 3.01 or any other provision herein to Lender the contrary, any of the Ardshiel Affiliates may from time to time propose or request that GEIPPPII sell or dispose of all of GEIPPPII's Equity Securities in a bona fide arm's length sale, to any Person or Persons who are not Affiliates of any of the Ardshiel Affiliates (an option "ARDSHIEL PROPOSAL"), but GEIPPPII shall be under no obligation to do so; PROVIDED, HOWEVER, that if GEIPPPII has held such Equity Securities for at least two years, and the terms on which any of the Ardshiel Affiliates so proposes or requests GEIPPPII to sell or dispose of such Equity Securities would result in GEIPPPII realizing an annual internal rate of return on its investment in the Company, WIH and Door of at least 15% (compounded semi-annually) over the period that such Equity Securities have been held pursuant to the calculations set forth in the Letter Agreement, and GEIPPPII is permitted by applicable law and regulation to sell but refuses to sell or dispose of such Equity Securities on such terms as set forth in the Ardshiel Proposal, each of the Ardshiel Affiliates shall have the right (the “Put Option”"PUT RIGHT") to sell all or cause GEIPPPII to purchase the Ardshiel Stockholders' interests in any portion Equity Securities (the "PUT SECURITIES") for a purchase price equal to the lesser of the Issued Shares (price set forth in the “Put Shares”) Ardshiel Proposal and the price determined in accordance with the formula set forth in the Letter Agreement. GEIPPPII shall have the right to the Company for a total assign such purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect obligation to any amount that is equal Person and GEIPPPII shall have no obligation under this Section 3.04 subsequent to or less than the entire balance of the outstanding Put SharesSeptember 19, at any time during the earlier to occur of the following Put Option exercise periods 2005. (the “Put Period”): b) Each Ardshiel Proposal shall contain (a) the ten (10) Business Day period commencing on name and address of the first anniversary hereof, or proposed transferee and (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodproposed purchase price, the Put Option shall terminate terms of payment and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) other material terms and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice conditions of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optiontransaction. Within fifteen (15) 15 days of Lender’s following the receipt of the Fundamental Transaction Noticean Ardshiel Proposal, Lender GEIPPPII shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company Ardshiel Affiliates if it will sell on the terms and conditions contained in the Ardshiel Proposal, subject to review and approval of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionfinal documentation of such Ardshiel Proposal. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Subject to Lender an option the limitations provided in this Section 5, the Holder shall have the right (the “Put Option”) ), but not the obligation, to sell all or any portion to the Company, all, but not less than all, of the Issued Shares (the “Put Shares”) remaining purchase rights then represented by this Warrant for a price equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Aggregate Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur Exercise Period. For the avoidance of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Perioddoubt, the Put Option shall terminate and shall be forfeited upon the exercise of no further force or effect. this Warrant in full pursuant to Section 3. (b) The Put Option shall may be exercisable exercised only by Lender’s delivery of the Holder delivering written notice of exercise to the Company in the form attached as Exhibit C hereto (the “Put Notice”). The Upon delivery of the Put Notice shall specify (the date of such delivery, the “Put Option Exercise Date”), the Company shall be obligated to purchase from the Holder and cancel, and the Holder shall be obligated to sell to the Company, this Warrant by the Put Option Settlement Deadline (as defined below). For the avoidance of doubt, the Put Option Closing Date may occur after the Exercise Period (and the purchase and sale of this Warrant in accordance with a Put Notice may be consummated following the Exercise Period), provided that the Put Notice is delivered prior to 6:00 p.m. (New York City time) on which the last date of the Exercise Period. (c) If the Put Option is exercised, the closing of the required purchase and sale of this Warrant shall occur (x) if the Put Option is settled in cash, on the tenth (10th) Business Day following the delivery of the Put Shares shall take place Notice or on such other date as may be mutually agreed between the Company and the Holder and (y) if the Put Option is settled by delivery of Common Shares, no later than two (2) Trading Days (or, if less, the number of Trading Days comprising the Standard Settlement Period) after the relevant Put Option Exercise Date (the “Put Option Settlement Deadline” and the date settlement of the Put Option occurs, the “Put Option Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Aggregate Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise payable on the Put Option shall not be transferred Closing Date, as follows: i. if the Put Notice is delivered within twelve (12) months after the date hereof, subject to the Share Issuance Cap and the Beneficial Ownership Limitation, by delivery of a number of Common Shares equal to the Share Settlement Amount and, if required pursuant to this Section 5(c), payment, in cash, of the Share Issuance Cap Excess Amount; or ii. if the Put Notice is delivered at any time following the date that is twelve (12) months following the date hereof, (y) in cash or assigned (z) at the Holder’s election, subject to the Share Issuance Cap and the Beneficial Ownership Limitation, by delivery of a number of Common Shares equal to the Share Settlement Amount and, if required pursuant to this Section 5(c), payment, in cash, of the Share Issuance Cap Excess Amount. Upon any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in during the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to twelve month period immediately following the date of issuance or otherwise in connection with the proposed consummation Holder’s election of a settlement in Common Shares, the Company shall issue the maximum number of Common Shares that may be issued without exceeding either of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate Share Issuance Cap or the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunderBeneficial Ownership Limitation, and shall be immediately due and payable to Lender. 6.3 If any the portion of the Note is converted into Aggregate Put Price in excess of the Fair Market Value of the Common Stock pursuant to the Loan DocumentsShares so delivered (such excess, the Put Option set forth hereinabove, if not terminated by its terms herein, “Share Issuance Cap Excess Amount”) shall terminatebe satisfied in cash.

Put Option. The Company hereby grants 8.1.1 Within a period of 30 (Thirty) days of exercise of the Warrant into Shares, which exercise was triggered in relation to Lender an option event under Article 2.2.3 (a), BCCL shall have the right, by a written notice signed by BCCL (“Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put PriceOption Notice”). The Put Option may be exercised with respect , to any amount that is equal require the Parent to or less than purchase all the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods Shares held by BCCL (the “Put Period”): (afree from all Liens) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective as indicated by the SEC . If not exercised during the Put Period, BCCL in the Put Option shall terminate and shall be Notice, at a price per Share calculated as under (“Option Price”): Option Price = Subscription Price as calculated under Article 2.2, with the applicable discount in terms of no further force or effectthe said Article 2.2 duly added back. The Put Option Parent shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of complete the purchase of the Put Shares shall take place held by BCCL within 30 (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30Thirty) days from the date of the Put Option Notice. On or before . 8.1.2 In consideration for BCCL having entered into this Agreement, the Ultimate Parent hereby irrevocably and unconditionally guarantees to BCCL, that in the event, the Parent fails to complete the purchase of the Shares held by BCCL within 30 (Thirty) days from the date of the Put Closing DateOption Notice, Lender will deliver to the Company Ultimate Parent shall unconditionally make payment of the certificate(s) representing Option Price as indicated in the Put Option Notice, without any demur or protest and simultaneously purchase the said Shares (duly endorsed for transfer free from all Liens), by Lender itself or accompanied through any person nominated by duly executed stock powers in blankit. Such payment by the Ultimate Parent shall be made on the day after the end of the said 30 (Thirty) day period. 8.1.3 Each of the Promoter Group and the Company shall tender hereby jointly and severally agree and undertake to Lender exercise all the Put Price rights and powers available to them, including without limitation, their voting rights and their rights as and in cash by wire transfer respect of immediately available funds directors, to an account at a bank designated by Lender. The Company ensure and Lender acknowledge and agree procure that the Company’s obligation Promoter Group and the Company adhere to purchase and comply with and discharge their obligations under this Agreement. 8.1.4 It is hereby agreed, that in the Issued Shares from Lender pursuant to event that BCCL does not exercise its option under Article 8.1.1 within the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedperiod stipulated therein, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Parent shall have the right, but not the obligationexercisable, by a written notice (“Call Option Notice”), to accelerate require BCCL to sell all the exercise Shares held by BCCL (free from all Liens) to the Parent or any Person nominated by the Parent, at a price per Share being not less than the Option Price. Upon service of the Put Call Option upon a Fundamental Transaction (as defined in Notice, the Loan Agreement), as follows: The Company Parties shall send written notice be obliged to complete the purchase of the proposed Fundamental Transaction Shares held by BCCL within 30 (“Fundamental Transaction Notice”) no later than thirty (30Thirty) days prior to from the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Call Option Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Each Stockholder shall have the right, subject to Lender an option the requirements set forth in this Section 4.1, to sell his WG, Inc. Common stock to WG Apparel, Inc. at a price of thirty ($30) dollars per share (the “"Put Option”"). Exercise by a Shareholder of his option shall be by written notice (the "Exercise Notice") to sell all WG Apparel, Inc. or any portion the other shareholders of WG, Inc. pursuant to subparagraph 4.1(a)(iv) below. The Exercise Notice shall not be effective, and the Put Option shall not be exercisable except to the extent set forth in Section 4.1(e) below, unless, at the time of delivery of the Issued Shares Exercise Notice and at the time of closing of the Put Option: (i) the “Put Shares”) to Exercise Notice shall have been delivered during the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”)"Option Period" as hereafter defined. The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during Period shall commence on the earlier to occur of (w) the following day after the due date of the Senior Notes whether by occurrence of the scheduled maturity date or sooner acceleration of the due date (provided that if the Senior Notes become due on a date other than the scheduled maturity date, the Option Period shall not terminate until thirty (30) days after Stockholders receive written notice of the accelerated maturity date); (x) the fourth (4th) anniversary of the Closing Date; (y) the closing date of an Initial Public Offering with respect to WG (by which is meant the date WG, Inc. or any of it stockholders receives the cash proceeds from the sale of common stock pursuant to the first effective registration statement filed under the Securities Act of 1933 and the rules and regulations thereunder, other than a registration on Form S-4 or S-8 or any successor form); (z) the date of a Change of Control (as hereinafter defined) of WG, Inc.; provided that the events described in subparagraph (z) above shall not be deemed a triggering event unless the cash portion of the consideration paid for or to WG, Inc. at the closing is at least fifty one percent (51%) of the total consideration. The Option Period shall end thirty (30) days after the occurrence of any of the events described in clauses (w), (x), (y) or (z) of this subparagraph 4(a)(i). WG, Inc. shall provide each Stockholder at least thirty (30) days prior written notice before any event which could result in the exerciseability of the Put Option exercise periods under subparagraphs (y) or (z) above. (ii) Except in the event of a Change of Control (as to which this subparagraph shall not apply), no Default or Event of Default exists under the Indenture or with respect to the terms, covenants or provisions of any Senior Notes or the Bank Financing on the part of WG, Inc. or WG Apparel, Inc. to be kept, performed and observed; nor would any such Default or Event of Default occur under the Indenture, the Senior Notes or the Bank Financing upon payment of the purchase price for the number of shares designated in the Exercise Notice. (iii) Except in the event of a Change of Control (as to which this subparagraph shall not apply), WG, Inc. and/or WG Apparel, Inc. would have available after payment of the purchase price for the number of shares designated in the Exercise Notice, cash, cash equivalents, and/or available borrowing facilities in an aggregate amount of at least One Million ($1,000,000) Dollars. (iv) Stockholders shall have first offered to sell their WG, Inc. Shares to the other Shareholders of WG, Inc. pursuant to the provisions of paragraph 1 of the WG, Inc. Investors Shareholders Agreement dated as of June 17, 1994, as amended (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof"Investors Shareholder Agreement"), or and there remains any unsold shares. (b) Stockholders shall have the ten option to reduce the number of WG, Inc. Shares which are subject to any Exercise Notice, in order to effectuate an effective Put Option which satisfies the conditions set forth in subparagraphs 4.1(a)(ii) and 4.1(a)(iii) above. (10c) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration The closing of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and occur at the offices of the attorneys for WG, Inc. at such time as shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice mutually agreeable to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”)Stockholders and WG, which Inc. provided that such date shall not be no earlier than ten (10) days but no later than thirty (30) days following the closing date, if applicable, for purchases of WG, Inc. Shares under the right of first refusal provisions of the Investors Shareholder Agreement and if the Put Option is exercised by reason of a Change of Control the closing of the Put Option shall occur prior to or simultaneous with the Change of Control closing. (d) WG Apparel, Inc. shall have the option to pay the purchase price for the WG, Inc. Shares which are subject to the Put Option, in either of the following manners: (a) payment of the entire purchase price in immediately available funds at closing, or (b) fifty (50%) percent of the purchase price at closing in immediately available funds and fifty (50%) percent of the purchase price due on the first (1st) anniversary of the first payment together with interest at twelve (12%) percent per annum on the principal amount of said note. If an Exercise Notice is properly given and effective and all applicable conditions to same set forth in this Section 4.1 have been met, such that the entire (100%) purchase price for the shares referenced in the Exercise Notice may be paid by WG Apparel at the time of the Exercise Notice, and notwithstanding same WG Apparel elects to pay fifty (50%) percent of the said purchase price one year later as above provided, then in such event the conditions for the effectiveness of the Exercise Notice in subparagraphs 4.1(a)(ii) and 4.1(a)(iii) above, shall not apply to payment of the deferred portion (50%) of the purchase price referenced above. (e) In the event that the Put Option cannot be exercised pursuant to the provisions of Section 4.1 hereof, payment of the entire purchase price shall be due on the date that the restrictions contained in Section 4.1(a)(ii) and 4.1(a)(iii) hereof are no longer applicable, together with interest thereon at twelve percent (12%) per annum on the principal amount due from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver Exercise Notice to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partypayment date. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option In the event that a Put Option Event shall occur during the Term, PRF shall have the right, but not the obligation (the “Put Option”), to require the Assignors to repurchase from PRF the Assigned Interests at the Put/Call Price in cash. In order to exercise the Put Option, PRF shall deliver written notice to the Assignors of PRF’s election within one hundred eighty (180) to sell all or any portion days following the receipt of written notice from Assignors of the Issued Shares occurrence of a Put Option Event (other than a Put Option Event arising as a result of a Change of Control) or within thirty (30) days (the “Put SharesChange of Control Period”) to following PRF’s receipt of written notice from the Company for Assignors of a total purchase price bona fide offer from a Third Party that would result in a Change of $195,000, pro-rated for any portion thereof Control (the “Put PriceChange of Control Notice”). The In the event PRF elects to exercise its Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put SharesOption, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option PRF shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of deliver written notice to the Company specifying the closing date (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Option Closing Date”), which such date shall (i) in the event of a Change of Control, be no the date of consummation of such Change of Control, and (ii) otherwise, not be earlier than ten (10) days but no later than thirty (30) days from nor later than forty-five (45) days after the date occurrence of the Put NoticeOption Event. On or before the Put Option Closing Date, Lender will deliver to the Company Assignors shall repurchase from PRF the certificate(s) representing Assigned Interests at the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Put/Call Price in cash cash, the payment of which shall be made by wire transfer of immediately available funds to an the account at a bank designated by LenderPRF. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Notwithstanding anything to the Put Option is an Obligation secured by contrary contained herein, immediately upon the Collateral and any related guarantees under the Loan Documentsoccurrence of a Bankruptcy Event, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option PRF shall be deemed an intention to decline have automatically and simultaneously elected to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not Assignors repurchase from PRF the obligation, to accelerate Assigned Interests for the exercise of Put/Call Price in cash and the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Put/Call Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If without any portion further action or notice by any party. The Change of Control Notice shall describe in reasonable detail the terms of the Note is converted into Common Stock proposed Change of Control transaction, including the identity of the other party or parties to such transaction. The Company shall supplement the Change of Control Notice during the Change of Control Period as necessary to reflect changes in terms of the proposed transaction. If following receipt of PRF’s determination of whether or not to elect to exercise its Put Option with respect to the transaction described in the Change of Control Notice, the terms of the proposed transaction change materially, the Company shall provide PRF a new Change of Control Notice. [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateCommission.

Put Option. (i) The Company hereby grants to Lender Holder an option (the “Put Option”) to sell all or any portion of the Issued Warrant or the Warrant Shares for which the Warrant has been exercised (the “Put SharesInterest”) to the Company for a total purchase price of Three Hundred Eighty Six Thousand Dollars ($195,000386,000), pro-rated for any portion thereof thereof, representing a purchase price of Ten Cents ($0.10) per Warrant Share, subject to adjustment as set forth herein (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time and, if for a portion thereof, from time to time, during the earlier to occur of the following Put Option exercise periods period (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofearliest of (1) the date of prepayment in full of the Term Loan (as defined in the Loan Agreement); (2) the date of Lender’s (as defined in the Loan Agreement) acceleration of the Obligations (as defined in the Loan Agreement) following an Event of Default (as defined in the Loan Agreement) which is not cured within any applicable grace period under the Loan Documents (as defined in the Loan Agreement) (which acceleration right shall not be waived if not exercised following a prior Event of Default), or (b3) November 19, 2015, and ending at 5:00 p.m., New York time, on November 19, 2020 (the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC "Expiration Date"). If not exercised during by the Put PeriodExpiration Date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender▇▇▇▇▇▇’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares Interest shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender ▇▇▇▇▇▇ will deliver to the Company the Warrant and/or certificate(s) for Warrant Shares (if certificated) representing the Put Shares Interest (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank▇▇▇▇▇▇) and the Company shall tender to Lender Holder the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderHolder. The Put Option is assignable by ▇▇▇▇▇▇ at any time in whole or in part. (ii) The Company and Lender Holder acknowledge and agree that the Company’s obligation to purchase the Issued Shares Put Interest from Lender Holder pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the LenderHolder’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise . (iii) In the event of any adjustment of the per share “Exercise Price” hereunder, the Put Option Price per Warrant Share shall not be transferred or assigned adjusted as follows: the adjusted Put Price per Warrant Share shall be equal to any third partythe product of (1) the Put Price in effect immediately prior to the adjustment of the Exercise Price, multiplied by (2) a fraction, the numerator of which shall be the pre-adjustment Exercise Price, and the denominator of which shall be the post-adjustment Exercise Price. Such adjustment shall be made successively whenever an adjustment to the Exercise Price is made. 6.1 (iv) Notwithstanding the foregoing, Lender Holder shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreementbelow), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender Holder to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender▇▇▇▇▇▇’s receipt of the Fundamental Transaction Notice, Lender Holder shall advise the Company whether the Lender Holder has elected to accelerate the exercise of the Put Option. Lender▇▇▇▇▇▇’s failure to timely notify the Company of Lender▇▇▇▇▇▇’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The Company Seller hereby grants to Lender an the Deal Agent, on behalf of the Purchasers, the option (the “"Put Option”") to sell require the Seller to prepay all or any a portion of the Issued Shares aggregate Capital in connection with the sale and assignment to the Seller by the Deal Agent, on behalf of the Purchasers, of the Assets, subject to the following terms and conditions: (i) The Deal Agent, on behalf of the Purchasers, shall have given the Seller at least fifteen (15) days prior written notice of its intention to exercise its Put Option. Such notice shall specify the portion of the aggregate Capital for which the Put Option is being exercised and shall set for closing a date (the “"Put Shares”Option Purchase Date"), which is not less than fifteen (15) to nor more than ninety (90) days after the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”)date such notice is sent. The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Deal Agent, on behalf of the outstanding Put SharesPurchasers, may rescind such notice, without liability of any kind, at any time during the earlier prior to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Purchase Date by giving written notice thereof to the Seller; (ii) Any Put Option shall be exercisable exercised solely in connection with a Permitted Securitization Transaction; (iii) No portion of the proceeds used by Lender’s delivery the Seller to prepay Capital on a Put Option Purchase Date shall be realized from the Seller's sale or assignment of written notice Assets back to the Company Originator on such date; (iv) Unless a Put Option Purchase Date is a Payment Date (in which case the “relevant calculations with respect to such Put Notice”Option shall be reflected on the applicable Monthly Report). The , the Servicer shall deliver to the Deal Agent a Put Notice shall specify Option Purchase Date Certificate, together with evidence to the date on which the closing reasonable satisfaction of the purchase Deal Agent (which evidence may consist solely of the Put Shares Option Purchase Date Certificate) that the Seller shall take place (have sufficient funds on the “related Put Closing Date”)Option Purchase Date to effect the contemplated Put Option in accordance with this Agreement. In effecting a Put Option, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date Seller may use the proceeds of sales of the Put Notice. On or before Assets (which sales must be made in arm's-length transactions to Persons other than the Put Closing Date, Lender will deliver Originator); (v) After giving effect to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer prepayment of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Capital pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction and the assignment to the Seller of the Assets on any Put Option Purchase Date, (as defined x) the remaining aggregate Capital shall be less than or equal to the lesser of the Capital Limit and the Purchase Limit, (y) the representations and warranties contained in Section 4.1 and 44 50 Section 4.2 hereof shall continue to be correct in all material respects, except to the Loan Agreement)extent relating to an earlier date, as follows: The Company shall send written and (z) neither an Early Amortization Event nor an event that, with the giving of notice of the proposed Fundamental Transaction lapse of time, or both, would become an Early Amortization Event, shall have resulted; (“Fundamental Transaction Notice”vi) no later than thirty (30) days prior On the related Put Option Purchase Date, the Deal Agent shall have received, for the benefit of the Purchasers and the Hedge Counterparties, as applicable, in immediately available funds, an amount equal to the date sum of (i) the portion of the proposed consummation aggregate Capital to be prepaid plus (ii) an amount equal to all unpaid Yield to the extent reasonably determined by the Deal Agent to be attributable to that portion of the Fundamental Transaction, together aggregate Capital to be paid in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option plus (iii) an aggregate amount equal to the sum of all other amounts due and owing to the Deal Agent, the Purchasers and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); (vii) On or prior to each Put Option Purchase Date, the Deal Agent, on behalf of the Purchasers, shall designate the Assets to be sold and assigned to the Seller. (b) In connection with any Put Option that does not constitute a prepayment in full of the outstanding aggregate Capital, then, following receipt by the Deal Agent of the amounts referred to in clause (v) above, there shall be deemed an intention sold and assigned to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have Seller all of the right, title and interest of the Deal Agent in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, the Purchasers and the Hedge Counterparties in connection with any Put Option (including, but not limited to, expenses incurred in connection with the obligationrelease of the Lien of the Deal Agent, the Purchasers, the Hedge Counterparties and any other party having such an interest in the Assets in connection with such Put Option). (d) In connection with any Put Option, on the related Put Option Purchase Date, the Deal Agent, on behalf of the Purchasers and the Hedge Counterparties, shall, at the expense of the Seller (i) execute such instruments of release with respect to accelerate the exercise portion of the Assets to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller. (e) Notwithstanding any other provision of this Section 2.17, the closing of the Put Option following an Event of Default under may only occur if the Loan Documents (Seller obtains the Capital for which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated is being exercised by its terms herein, shall terminatetransferring the applicable Assets in a Permitted Securitization Transaction.

Put Option. The (a) In the event that a Separation has occurred and the Company hereby grants and the Investors have not together elected to Lender an option purchase all of the Purchased Securities prior to the expiration of the applicable Repurchase Option Period, Executive may irrevocably elect to require the Company to repurchase all, but not less than all, of the Purchased Securities (subject to Section 5(b), other than Immature Vested Units, if any) that the Company and the Investors have not elected to purchase pursuant to the terms and conditions set forth in this Section 4 and Section 5 (the “Put Option”). (b) If Executive is entitled to sell all or any portion (as provided in Section 4(a)) and desires to exercise the Put Option, Executive must notify the Company and each other holder of Purchased Securities of such exercise in writing no earlier than the end of the Issued Shares applicable Repurchase Option Period and no later than 60 days after the end of the applicable Repurchase Option Period (the a “Put SharesOption Notice”) to ). Within 10 days after the Company for receives a total purchase price Put Option Notice in accordance with this Agreement, the Company shall send to each holder of $195,000Purchased Securities a notice that will set forth the number of units of each class to be acquired from each holder, pro-rated the amount of the aggregate consideration to be paid for any portion thereof Purchased Securities that are Class A Preferred Units (the “Put Preferred Units Purchase Price”), if any, and the amount of the aggregate consideration to be paid for any Purchased Securities that are not Class A Preferred Units (“Common Units Purchase Price”) and the time and place for the closing of the transaction (a “Put Option Closing Notice”). (c) The closing of the purchase of any Purchased Securities pursuant to a Put Option shall take place on the date designated by the Company in the applicable Put Option Closing Notice, which date shall not be more than 30 days nor less than five days after the delivery of the applicable Put Option Closing Notice. The Company will pay the purchase price for the Purchased Securities to be purchased by it pursuant to a Put Option may (A) by check(s) or wire transfer(s) of good and immediately available funds in an aggregate amount equal to the Preferred Units Purchase Price, if any, and (B) by delivery of subordinated promissory note(s), in an aggregate initial principal amount equal to the Common Units Purchase Price, issued by the Company or a Subsidiary thereof payable in full in one lump sum on the earlier of (i) a Sale of the Company, (ii) an IPO, but to the extent that such payment is then prohibited by the Company’s or its Subsidiaries’ credit facility, payment shall instead be exercised made as soon as permitted thereunder and (iii) and the fifth anniversary of the date of issuance, which note(s) shall bear interest at a rate of 8% per annum with such interest being payable in arrears in cash on a quarterly basis. (d) The provisions of this Section 4 will terminate with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during all Purchased Securities upon the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration a Sale of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optiona Qualified Public Offering. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) Subject to the Company for terms and conditions set forth ---------- herein, St. Mary irrevocably grants and issues to FJOG and BWOG a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing ▇▇▇▇on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate whereby FJOG and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender BWOG shall have the rightright and option to require St. Mary to purchase from FJOG and BWOG, but not the obligationupon five days advance written notice by delivering a Put Exercise Notice, to accelerate the exercise all of the Shares of St. Mary Stock issued to FJOG and BWOG under the PSA at a purchase pr▇▇▇ (the "Put Option upon a Fundamental Transaction Payment Price") of $71,593,795 together with interest thereon at the rate of two percent above the one-year LIBOR rate (as defined London InterBank Offered Rate) in effect at the Loan Agreement), as follows: The Company shall send written notice closing (the "Closing") of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior transaction pursuant to the date which NPC Inc. has acquired substantially all of the proposed consummation oil and gas assets of the Fundamental Transaction, together FJOG and BWOG (the "Acquisition") and with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt such interest adjusted on each one year anniversary of the Fundamental Transaction NoticeClosing, Lender shall advise the Company whether the Lender has elected to accelerate the compounded annually, with such interest due and payable upon exercise of the Put Option. Lender’s failure It is the intention of the parties that St. Mary shall pay to timely notify FJOG and BWOG for exercise of this Put Option ▇▇▇ exact amount, including both principal and interest, that FJOG and BWOG shall be required to pay to St. Mary under the Company Nonrecourse Secured Promissory Note dated ▇▇nuary 29, 2003. It is further intended that FJOG and BWOG shall have the full right to offset all sums owed to St. Mary under the Nonrecourse Secured Promissory Note against sums ▇▇. Mary shall owe to FJOG and BWOG as a result of Lender’s intention their exercise of t▇▇▇ Put Option. Notwithstanding anything to accelerate the contrary contained in the foregoing, the Put Payment Price shall not however include any interest accrued on the Nonrecourse Secured Promissory Note from and after two years and six months following the Closing or any default interest on such non-included interest or the costs of collection of such non-included interest. Such Put Option shall be deemed an intention exercisable at any time on or before the date that the loan by St. Mary to decline FJOG and BWOG pursuant to accelerate the Put Option. 6.2 In addition, notwithstanding Nonrecourse Secure▇ ▇romissory Note (the foregoing, Lender shall have "Note") matures and becomes repayable to St. Mary in full pursuant to the right, but not the obligation, to accelerate the exercise terms of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, Note and shall be immediately due ▇▇ercisable only for all, and payable to Lender. 6.3 If any portion not a portion, of the Note is converted into Common Shares of St. Mary Stock pursuant to issued under the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatePSA.

Put Option. The Company hereby grants to Lender an option At any time during the one month period commencing on the date which is the second anniversary of the Closing Date and extending through the 31st day after such second anniversary (the “Put Exercise Period”), each of Sellers in his individual and sole discretion shall have a one-time right (the “Put Option”) to sell require Buyer to purchase all or any portion of the Issued Buyer Shares owned by such Seller (whether held by Seller or held by a brokerage in book entry form on behalf of such Seller) as of the Put Date that remain from the number of Buyer Shares originally issued to such Seller pursuant to this Agreement (such remaining Buyer Shares, the “Put Option Shares”) ), at a price equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option Purchase Price, with such purchase occurring on the Put Date. During the Put Exercise Period, each of Sellers may be exercised exercise the Put Option with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following such Seller’s Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written delivering a notice to the Company (the “Put Notice”)) to Buyer instructing Buyer to purchase all, but not less than all, of such Seller’s Put Option Shares on the Put Date. The Within 5 Business Days after receipt of a Put Notice Buyer shall specify provide evidence, which shall be reasonably acceptable to Sellers exercising the date on which Put Option, documenting how Buyer will fulfill its obligation to repurchase the closing Put Option Shares pursuant to this Section 1.4. On the Put Date, (i) subject to Buyer’s compliance with the immediately preceding sentence, such Seller shall (a) tender all of the purchase share certificates evidencing the Put Option Shares then held by such Seller, duly endorsed or accompanied by stock powers duly executed, (b) if such Seller alleges that any of any of such share certificates has been lost, stolen, or destroyed, tender an affidavit of lost certificate(s) and agreement reasonably acceptable to Buyer to indemnify Buyer against any claim that may be made against Buyer on account of the alleged loss, theft or destruction of such certificate(s) (such affidavit and agreement to indemnify, collectively, the “Affidavit”) and (c) if any of the Put Option Shares shall take place are then held by a brokerage in book-entry form on behalf of such Seller, transfer ownership to Buyer of such Put Option Shares then held by such Seller in book-entry form by means of a book-entry transfer of such Put Option Shares to an account maintained by Buyer at The Depository Trust Company, and (the “Put Closing Date”), which such date shall be no earlier than ten (10ii) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company Buyer shall tender to Lender such Seller the Put Option Purchase Price in cash for such Put Option Shares by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.in

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside CDS deposit the relevant Covered Bond during normal business hours at the specified office of the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of the Registrar specifying, in the case of a Registered Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Registered Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Registrar for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Registrar in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.03 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company (a) Purchaser hereby grants to Lender Partner an option (the a “Put OptionPut”) to sell any or all or any portion of Units then owned by Partner to Purchaser upon the Issued Shares (the “Put Shares”) to the Company for a total terms and conditions hereinafter set forth. The purchase price of $195,000, pro-rated for any portion thereof the Units under a Put (the “Put Price”) shall be (i) for any Election Notice (as defined in Section 2(c) below) given on or before [INSERT DATE 1 YEAR AFTER CLOSING: ___________, 201__], a price per Unit equal to the lesser of (x) the closing price for the common stock of Taubman Centers, Inc. on the New York Stock Exchange for the last trading day immediately prior to the Put Exercise Date (as defined in Section 2(c) below), or (y) $55; and (ii) for any Election Notice given after [INSERT DATE 1 YEAR AFTER CLOSING: ___________, 201__], a price per Unit equal to the closing price for the common stock of Taubman Centers, Inc. on the New York Stock Exchange for the last trading day immediately prior to the Put Exercise Date. (b) A Put may be exercised by Partner, and by each Unit Holder (as defined in the Acquisition Agreement) who is assigned any of the Units, up to two (2) times during the Put Option Period prior to [INSERT DATE 1 YEAR AFTER CLOSING: ___________, 201__], and up to two (2) additional times during each successive twelve (12) month period that the Put Option Period remains in effect, if any. The Put Option may granted in favor of Partner herein shall automatically expire and be exercised with respect to any amount that is equal to of no further force or less than effect upon the entire balance expiration of the outstanding Put SharesOption Period. (c) If, at any time during the earlier to occur of the following Put Option exercise periods Period, Partner elects to sell Units pursuant to the provisions of this Section 2, it shall give Purchaser written notice of such election in the form attached hereto as Exhibit A (an “Election Notice”), which Election Notice shall include the number of Units being sold (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put NoticeUnits”). The Put Notice shall specify the date on which the closing of Election Notice is actually received for delivery by the purchase of U.S. Postal Service or the Put Shares nationally recognized next-day courier service, as applicable, shall take place (be deemed to be the “Put Closing Exercise Date”), which ” as to such date Put Units. Delivery of an Election Notice shall be no earlier than ten (10) days but no later than thirty (30) days from constitute the date exercise of the a Put Notice. On or before the option with respect to such Put Closing Date, Lender will deliver Units and shall bind Purchaser to the Company the certificate(s) representing the purchase such Put Shares (duly endorsed Units for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender an amount equal to Lender the Put Price in cash by wire transfer of immediately available funds applicable to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the such Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyUnits. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, (d) Subject to accelerate the exercise satisfaction of the Put Option upon a Fundamental Transaction conditions set forth in Section 3 below, within five (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”5) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of LenderBusiness Days following Purchaser’s receipt of the Fundamental Transaction Election Notice, Lender Purchaser shall advise the Company whether the Lender has elected pay to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event Partner the Put Price shall be added applicable to the Obligations under the Loan Agreement and secured by the Collateral thereundersuch Put Units, and shall be in immediately due and payable available funds via wire transfer in accordance with wire instructions provided from Partner to LenderPurchaser. 6.3 If any portion (e) Partner shall pay to Purchaser an amount equal to $500 for each exercise of Put, to reimburse Purchaser for the Note is converted into Common Stock pursuant costs and expenses attributable to the Loan Documents, the such exercise of a Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateoption.

Put Option. The Company hereby grants to Lender an option (a) At any time after the eighth (8/th/) month anniversary of the Original Issue Date the Holder shall have the right (the “"Put Right") to --------- request, on one or more occasions, that the Company prepay all or a portion of the outstanding principal amount of this Debenture (including any and all interest and all other amounts, expenses, costs and liquidated damages due hereunder) at a price equal to the Put Price (as defined in Section 7), by delivering to the Company a written notice (a "Put Notice") specifying (i) the ---------- outstanding principal amount of this Debenture (including any and all interest and all other amounts, expenses, costs and liquidated damages due hereunder) subject to the Put Right and (ii) the applicable Put Price. (b) Upon receipt by the Company of a Put Notice, the Company shall, within five (5) days, deliver to the Holder exercising the Put Right a notice stating whether the Company agrees to prepay the outstanding principal amount of the Debenture subject to the Put Right. In the event the Company delivers notice of its agreement to effect such prepayment (a "Company Acceptance ------------------ Notice"), the provisions in subsection (c) below shall apply. In the event the ------ Company fails to deliver a Company Acceptance Notice within five (5) days of the receipt of the Put Notice or indicates that it will not prepay the outstanding principal amount of the Debenture subject to the Put Right, the Holder shall have the right to convert the principal amount of the Debentures subject to the Put Right pursuant to Section 4(c)(i) hereof. (c) Assuming the Company has delivered a Company Acceptance Notice, on or prior to the thirtieth (30/th/) day following the date of the delivery of the Put Notice (the "Put Exercise Date"), (i) the Holder shall deliver to the ----------------- Company the principal amount of Debentures, subject to the Put Option”, properly endorsed, and (ii) the Company shall deliver to sell all or the Holder, in immediately available funds, the Put Price. The Put Price shall be paid in cash and shall be free of any claim of subordination. If any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant shall not be paid on or prior to the Put Option is Exercise Date, as an Obligation secured by the Collateral alternative to any other rights or remedies set forth herein and any related guarantees under the Loan Documentsnot in addition to such other rights or remedies, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty) and the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Holder shall have the right, but not right to convert the obligation, to accelerate the exercise principal amount of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Debentures subject to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock Right pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateSection 4(c)(i) hereof.

Put Option. The Company hereby grants to Lender an option (9.1 Following the “Put Option”) to sell all or any portion end of the Issued Lock-In Period, subject to Clause 9.3: 9.1.1 Sankaty shall be entitled, upon written notice delivered to Grindrod (Put Notice), to require that Grindrod purchase all of the Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price paid in cash by wire transfer of immediately available funds funds), Preference Shares and Shareholder Loans then held by Sankaty; 9.1.2 Grindrod shall be obliged to an account purchase all of the Securities then held by Sankaty at a bank designated price (the Option Price) equal to the Fair Market Value thereof; 9.2 In the event that Sankaty duly and timeously delivers a notice to Grindrod in terms of Clause 9.1.1 and Grindrod does not elect to deliver a Termination Notice as contemplated in Clause 9.3: 9.2.1 Grindrod will pay the Option Price to Sankaty in cash, by Lenderwire transfer of immediately available funds, within five (5) Business Days of Sankaty delivering the Put Notice. Simultaneously with the payment of the Option Price, Sankaty shall be obliged to: (i) transfer its Shares and Preference Shares to Grindrod; and (ii) to the extent any Shareholder Loans held by Sankaty are accounted for in the calculation of the Option Price, assign its rights under such Shareholder Loans (if any) to Grindrod in a form reasonably required by Grindrod, following which all debt (whether in form of cash or loan) of any Group Company to Sankaty shall be immediately extinguished and such Group Company shall thereafter owe 100 (one hundred) per cent. of such debt to Grindrod. The Company and Lender acknowledge Grindrod shall procure that this is properly recorded in each Group Company’s books and agree that accounts. 9.2.2 Upon completion of the transfer of the Shares and Preference Shares, the Parties and the Company shall enter into a customary release with respect to claims by Sankaty against the Company arising in its capacity as a Shareholder of the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and. 9.3 Grindrod shall be entitled, if exercised, the Put Price is not yet tendered, the Lender’s right Sankaty duly and timeously delivers a notice to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligationGrindrod in terms of Clause 9.1.1, to accelerate the exercise of the Put Option upon elect to serve a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Termination Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price process contemplated in this Clause 9 shall not be added to followed, but the Obligations under the Loan Agreement and secured by the Collateral thereunder, and process contemplated in Clause 12 shall rather be immediately due and payable to Lenderfollowed. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company 4.1 In the event that on 1 February 2007 (or if 1 February 2007 is not a trading day, the next day on which the Buyer’s common stock is traded) (the “Benchmark Date”), the closing price for the Buyer’s common stock as quoted on the OTC Bulletin Board is less than $1.00, then the parties hereby grants agree that the Seller may, at his sole option, require Buyer to Lender an option purchase (the “Put Option”) to sell all or any portion the Consideration Shares for an aggregate purchase price of the Issued Shares $ 2,500,000 (TWO MILLION FIVE HUNDRED THOUSAND DOLLARS) (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Option Price”). The Seller may elect to exercise the Put Option may be exercised only with respect to any amount that is equal to or less than the entire balance all of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Consideration Shares is declared effective then held by the SEC . If Seller and may not exercised during the Put Period, elect to exercise the Put Option for a portion of such Consideration Shares. 4.2 The Seller shall terminate and shall be of no further force or effect. The exercise the Put Option shall be exercisable by Lender’s delivery of providing written notice of exercise to Buyer together with the certificates representing the Consideration Shares, duly endorsed for transfer to the Company Buyer or an affidavit of lost certificate in respect thereof, within ten Business Days of the Benchmark Date at the following address: Vistula Communications Services, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: Chief Executive Officer (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase Upon receipt of the Put Shares shall take place (Notice and the “Put Closing Date”)certificates representing the Consideration Shares, which such date shall be no earlier than Buyer shall, within ten (10) days but no later than thirty (30) days from the date Business Days, tender 50% of the Put Notice. On or before the Put Closing Date, Lender will deliver Option Price to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash Seller by wire transfer in immediately available funds. The Buyer shall pay the remaining 50% of the Option Price to the Seller by wire transfer in immediately available funds on 1 April 2007 (or if that day is not a Business Day on the next following Business Day). 4.3 In the event the Seller fails to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to deliver the Put Option is an Obligation secured Notice to Buyer by 5:00 pm Eastern Standard Time on the Collateral and tenth Business Day following the Benchmark Date, any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned deemed to any third partyhave lapsed. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise 4.4 For purposes of the Put Option, the Consideration Shares shall include any property received as a distribution on the Buyer’s common stock that occurs between the Completion Date and the date of payment of the Option Price. Lender’s failure to timely notify In the Company event of Lender’s intention to accelerate any stock dividend, stock split, stock combination or other similar transaction occurring between the Put Completion Date and the date of payment of the Option Price, the number of Consideration Shares shall be deemed an intention equitably adjusted to decline to accelerate reflect such transaction. In the Put Option. 6.2 In additionevent any cash dividends are paid on the Buyer’s common stock between the Completion Date and the date the Option Price is paid, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added equitably reduced to the Obligations under the Loan Agreement reflect such payment. 4.5 It is acknowledged that wire transfers between USA and secured by the Collateral thereunderUK may take more than one day. Accordingly, and reference in this clause 4 to dates for transfer of “immediately available funds” shall be immediately due and payable to Lenderconstrued as the date of dispatch but not necessarily of receipt of such funds. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company 19.1 In consideration of the sum of US$1.00 paid by SCL to Wuxi CRM (the receipt, sufficiency and adequacy of which Wuxi CRM hereby acknowledges), Wuxi CRM hereby irrevocably grants to Lender SCL an option (the “Put Option”), at any time during the Put Option Period, to require Wuxi CRM to purchase from SCL all (and not some only) to sell all or any portion of the Issued Shares (Option Shares, on the “Put Shares”) terms and subject to the Company for a total purchase price conditions of $195,000, pro-rated for any portion thereof (the “Put Price”). this Clause 19. 19.2 The Put Option may be exercised with by SCL in respect to any amount that is equal to or less than the entire balance of all (and not some only) of the outstanding Put Shares, Option Shares by serving notice in writing of such exercise on Wuxi CRM at any time during the earlier to occur of the following Put Option exercise periods Period (the “Put PeriodOption Notice”): ) failing which the Put Option will lapse and cease to have any further effect. 19.3 The Put Option Notice shall state: (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Option Notice. On or before ; Table of Contents (b) the Put Closing Date, Lender will deliver to number of Option Shares; (c) the Company the certificate(spurchase price; and (d) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyCompletion Date. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate 19.4 On the exercise of the Put Option, Wuxi CRM will become bound to purchase and SCL will become bound to complete the sale of the Option Shares on the Transfer Terms. Lender’s failure The purchase price per Option Share shall be a sum equal to timely notify the Company Net Asset Value thereof Provided Always That if the Net Asset Value is in the negative, the aggregate purchase price for all the Option Shares shall be US$1.00. 19.5 Completion of Lender’s intention to accelerate the sale and purchase of the Option Shares (the “Put Option Completion”) shall take place at the corporate office of MAT in Hong Kong (or at such other place as SCL and Wuxi CRM may agree in writing) on the Put Option shall be deemed an intention to decline to accelerate the Put OptionCompletion Date. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of 19.6 On the Put Option following Completion, Wuxi CRM shall pay the total consideration for the Option Shares calculated in accordance with Clause 19.4 by cashier’s order or banker’s draft drawn on a bank licensed in Hong Kong or Singapore or by telegraphic transmission to an Event account designated by SCL against delivery of: (a) a duly executed transfer form in favour of Default under Wuxi CRM or as it may direct; and (b) the Loan Documents (which acceleration right share certificates in respect of the Option Shares. 19.7 The restrictions on Transfer of Shares contained in Clause 16 and in the Articles shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added apply to the Obligations sale and Transfer of Shares under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lenderthis Clause 19. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. 14.1 The Company hereby Investor irrevocably grants to Lender an the Existing Shareholders, who hereby accept, a put option right in accordance with article 1331 of the Italian Civil Code, pursuant to which each Existing Shareholder shall be severally entitled to sell to the Investor all or part of the GNT Ordinary Shares held by such Existing Shareholder (the “Put OptionOption Right”), subject to the terms and conditions set forth below. 14.2 Each Existing Shareholder shall be entitled to exercise the Put Option Right if, in any calendar quarter commencing from the 3rd (third) to sell all or any portion anniversary of the Issued Shares Closing Date and ending on the 5th (fifth) anniversary thereof, the weighted average price of the GNT Ordinary Shares, as determined on the basis of the official quotations over the preceding three months, is lower than the Price per Share by more than 30% (thirty per cent) (the “Floor” and, the event triggering the Put Option Right, the “Triggering Put Option Event”). 14.3 In the event that a Triggering Put Option Event occurs, each Existing Shareholder shall be entitled to exercise the Put Option Right within 15 (fifteen) calendar days from the end of the relevant calendar quarter (the “Put SharesOption Exercise Period”) ), for a consideration equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof Floor (the “Put PriceOption Consideration”). The . 14.4 Upon exercise of the Put Option may be exercised with respect Right, GNT shall have the right to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur elect one of the following alternatives: (i) to acquire directly the GNT Ordinary Shares for which the Put Option Right has been exercised; (ii) to designate, pursuant to article 1401 of the Italian Civil Code, a third party to purchase the GNT Ordinary Shares for which the Put Option Right has been exercised, it being understood that GNT shall notify such designation to the relevant Existing Shareholder within 30 (thirty) Business Days from the receipt of the exercise periods notice; or (iii) to initiate a search procedure to identify a potential third-party purchaser interested in acquiring the GNT Ordinary Shares for which the Put Option Right has been exercised, provided that such procedure shall be completed within 3 (three) calendar months from receipt of the exercise notice (the “Put Third Party Search Period”): ). 14.5 The transfer of the GNT Ordinary Shares in respect of which the Put Option Right has been exercised shall be completed no later than the 10th (a) the ten (10tenth) Business Day period commencing on following: (i) if GNT elects to acquire the first anniversary hereofGNT Ordinary Shares directly, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing relevant Existing Shareholder has notified GNT of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Right; (ii) if GNT designates a Fundamental Transaction third party pursuant to article 1401 of the Italian Civil Code, the date on which GNT has notified such designation to the relevant Existing Shareholder; or (as defined in iii) if GNT initiates a search procedure, the Loan Agreement)date on which GNT has notified the relevant Existing Shareholder of the identification of a third-party purchaser, or, if no third-party purchaser is identified within the Third Party Search Period, the expiration of such period. 14.6 The completion of the transfer of the GNT Ordinary Shares pursuant to the Put Option Right shall take place before a notary appointed by GNT. The Put Option Consideration shall be paid by GNT or, as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to case may be, by the designated or identified third-party purchaser, on the date of the proposed consummation execution of the Fundamental Transaction, together with all relevant information transfer deed. All costs and expenses relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days completion of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option such transfer shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured borne by the Collateral thereunder, and shall be immediately due and payable to Lenderpurchaser. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Upon the termination of Executive's employment under those circumstances designated in Exhibit B as entitling Executive to Lender an option (receive the “Put Option”) , the Executive shall have the option to sell offer for sale and require the Corporation to purchase all or any portion of any shares of Common Stock in the Issued Shares Corporation beneficially owned by the Executive under the terms and conditions provided in this Section 22(a) (the “"Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”Option"). The Put Option may be exercised with respect to any amount that is equal to For purposes of this Agreement, shares of Common Stock in the Corporation beneficially owned by the Executive shall include shares held by a trust, partnership, custodian, fiduciary or less than other person or entity for the entire balance benefit of the outstanding Put SharesExecutive and/or any parent, at any time during the earlier to occur child, descendant or sibling of the following Put Option exercise periods (Executive, the “Put Period”): (a) spouse of any of the ten (10) Business Day period commencing on the first anniversary hereofforegoing, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC Executive's spouse. If not exercised during the Put Period, The Executive may elect to exercise the Put Option by delivering written notice to the Corporation of such election (the "Put Notice") within ninety (90) days of the Termination, which notice shall terminate and shall be state the number of no further force or effectshares of Common Stock offered for sale (the "Offered Shares"). The Put Option shall be exercisable exercised only once during such ninety (90) day period. Upon receipt of the Put Notice by Lender’s delivery of written notice the Corporation, the Corporation shall be bound to purchase the Company (Offered Shares from the “Put Notice”)Executive. The Put Notice purchase price per share of the Offered Shares shall specify be the date on which the closing Fair Market Value of such shares as determined in accordance with Section 4(g). (b) The Executive shall receive one-third (1/3) of the purchase price of the Put Offered Shares shall at a closing to take place at the principal office of the Corporation within not more than one hundred twenty (120) days after the Termination. The Executive shall receive the balance of the purchase price in equal monthly installments over the 24-month period commencing on the day of said closing. The Corporation's obligation to pay the remaining two-thirds (2/3) of the purchase price shall be evidenced by a promissory note in substantially the form attached hereto as Exhibit C (the “Put Closing Date”"Note"), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) Upon the ten termination of Executive's employment (10i) Business Day by the Partnership without Cause, (ii) by Executive for Good Reason or (iii) on account of Executive's death or disability (as determined by the General Partner) (each, an "Involuntary Termination"), all Unvested Units which would have vested (but for such termination) during the 365-day period commencing on immediately following the first anniversary hereofdate of such Involuntary Termination will automatically be deemed to become vested and at the option of Executive and/or one or more of Executive's Permitted Transferees, the Execu tive and/or one or more of Executive's Permitted Transferees may require the Partnership to purchase all Securities (other than Unvested Units) held by Executive and/or one or more of Executive's Permitted Transferees pursuant to the terms and conditions set forth in this paragraph 4. Upon any such Termination, all Unvested Units (determined after taking into account the accelerated vesting described in the foregoing sentence) will be forfeited to the Partnership and deemed canceled without consideration. (b) The purchase price for all Securities (other than the ten Unvested Units) will be the greater of (10i) Business Day period commencing on the date which is nine Original Cost of such Securities and (9ii) months after the date Formula Value for such Securities. (c) In the event that Executive or one or more of Executive's Permitted Transferees does not elect to exercise this put option within ninety (90) days following an Involuntary Termination by providing the registration statement for Partnership with written notice (the registration "Put Notice") of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodExecutive's and/or one or more of Executive's Permitted Transferee's election to exercise this put option, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice right to the Company (the “Put Notice”)exercise such put option will expire. The Put Notice shall specify will set forth the date on which number of Securities held by Executive and/or Executive's Permitted Transferees required to be purchased by the Partnership from each such holder of Securities. Within 45 days after receipt of the Put Notice by the Partnership, the Partnership will deliver written notice (the "Put Reply Notice") to Executive and/or Executive's Permitted Transferees, as applicable, setting forth the aggregate consideration to be paid for the Securities held by each such holder and the time and place for the closing of the transaction. (d) The closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Securities pursuant to the Put Option is an Obligation secured shall take place on the date designated by the Collateral and any related guarantees under Partnership in the Loan DocumentsPut Reply Notice, and which date shall not be more than 60 days nor less than five days after the delivery of the Put Reply Notice, subject to the provisions of subparagraph 4(f). The Partnership will pay for so long as the Securities to be purchased pursuant to the Put Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable in up to three equal annual installments, beginning on the first anniversary of the closing of such purchase, and bearing interest (payable quarterly) at a rate per annum equal to the prime rate announced from time to time by Canadien Imperial Bank of Commerce but in no event will such rate be less than the applicable federal rate in effect at such time or (iii) both (i) and (ii), in the aggregate amount of the purchase price for such Securities to the holder(s) of such Securities. The purchaser(s) of such Securities hereunder will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (e) The right of the Executive and/or Executive's Permitted Transferees to require the Partnership to repurchase Securities pursuant to this paragraph 4 shall terminate upon the first to occur of the Sale of the Partnership or a Qualified Public Offering. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Securities by the Partnership shall be subject to applicable restrictions contained in the Delaware Revised Uniform Limited Partnership Act and in the Partnership's equity or debt financing agreements as in effect on the date hereof. If any such restrictions prohibit the repurchase for cash of Partnership Securities under this Section 4 which the Partnership is outstanding and, if exercisedotherwise required to make or prohibit payments on the subordinated note described in subparagraph (d) above, the Put Price is not yet tenderedPartnership will use reasonable efforts to obtain the waiver of such restrictions, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred obligated to repurchase such Securities hereunder for cash or assigned to any third party. 6.1 Notwithstanding make cash payments on such notes until such time when the foregoing, Lender shall have the right, but Partnership is not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, prohibited from doing so and shall be immediately due and payable make such repurchases or cash payments on such notes as soon as it is permitted to Lenderdo so under such restrictions. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The occurrence of any of the following shall constitute a "Put Event" hereunder: (i) the consummation of Phase II by the Company, or (ii) the repayment, on a cumulative basis, of 50% or more of the original principal amount of the Loan. (b) The Company hereby grants shall give to the Lender an option written notice (a "Put Event Notice") not less than 60 days prior to any Put Event. At any time within ten days after the delivery of a Put Event Notice or, if earlier, the occurrence of a Put Event, the Lender shall have the right (the “Put Option”"Put") to require the Company to purchase all, but not less than all, of the Shares, the Warrant and the Issued Warrant Shares then held by the Lender by delivering to the Company a written exercise notice (the "Put Notice"). (The date of delivery of the Put Notice is herein referred to as the "Put Notice Date.") (c) On the Put Payment Date, the Company shall purchase and the Lender shall sell the Shares, the Warrant and the Issued Warrant Shares at the Put Price. (d) On the Put Payment Date, at a mutually agreeable time and place, the Lender shall deliver to the Company certificates representing the Shares, the Warrant and the Issued Warrant Shares and the Company shall pay to the Lender, by wire transfer in immediately available funds, the Put Price, as reduced by the Aggregate Exercise Price attributable to the Warrant. At its option, the Company may pay all or any a portion of the Issued Shares (the “Put Shares”) Price by issuing to the Company for Lender, at Closing, a total purchase price Put Deferral Note, in principal amount equal to the deferred portion of $195,000, pro-rated for any portion thereof (the “Put Price”, in the form attached hereto as Exhibit 10.12. (e) If the Company shall default in the performance of its obligations under section 10.12(d) when due on the Put Payment Date, the Lender shall retain all rights and remedies arising out of such default and, in addition, the portion which is not so paid shall bear interest, payable on demand, from the Put Payment Date until paid at the Default Rate specified in section 2.2(b). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance . (f) Upon receipt of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodPrice determination, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable Lender may, by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of prior to the Put Shares shall take place (the “Put Closing Payment Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of rescind the Put Notice. On or before If the Lender rescinds a Put Notice in connection with a Put Event described in section 10.12(a)(ii), the Lender shall be liable for the costs of the appraisal of Total Equity Value. (g) If the Company has issued a Put Deferral Note, and if while the Put Closing Deferral Note is outstanding (i) a sale of 50% or more of the capital stock of the Company or a sale of 80% or more of the assets of the Company or a merger or consolidation of the Company with another entity shall occur (or the Company or its stockholders have entered into an agreement or letter of intent regarding any such transaction, or the Company or its officers or directors have engaged in discussions with a third party regarding such a transaction, and such transaction is consummated after the Company has prepaid the Put Deferral Note) and (ii) the valuation of the entire Company for such transaction ("Company Valuation") exceeds the Total Equity Value as of the Put Notice Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and then the Company shall tender pay to the Lender at the Put Price in cash closing of such transaction an amount equal to the excess of (x) the per share Company Valuation multiplied by wire transfer the number of immediately available funds to an account at a bank designated by Lender. The Company Shares, Issued Warrants Shares and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Issuable Warrant Shares from Lender repurchased pursuant to the Put, over (y) the Put Option is an Obligation secured by Price. For the Collateral and purposes of this section 10.12(g), the per share Company Valuation shall be based upon the purchase price or liquidation proceeds per share (equitably adjusted for any related guarantees under stock splits, stock dividends or reverse stock splits occurring after the Put Payment Date) of Common Stock in such transaction. (h) If the Company issues a Put Deferral Note: (i) the Affirmative Covenants in sections 5.1 through 5.12 of the Loan DocumentsAgreement, and for so long as the negative comments contained in sections 6.2 and 6.17 of the Loan Agreement, shall remain in effect until the Put Option is outstanding and, if exercised, Deferral Note has been paid in full; and (ii) the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral negative covenants contained in section 6.1 and any related guarantees under sections 6.3 through 6.16 of the Loan Documents. Lender’s right Agreement shall remain in effect until (y) the Company has paid to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise at least 50% of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating theretoPrice, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate cash, on a cumulative basis, and (z) the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise principal balance of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionDeferral Note is less than $5 million. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be i) A new section 10.13 is added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by read in its terms herein, shall terminate.entirety as follows:

Put Option. The Company (a) During the period commencing on March 15, 2024, at 00:01 a.m. Eastern time and ending 90 days thereafter (such period, the “Put Option Period”), the Sellers are hereby grants granted the right and option, but not the obligation, to Lender an option sell and transfer to the Buyer (or one or more of its delegates) all, but not less than all, of the Option Shares owned by each of them (the “Put OptionRight”). The Sellers agree that the Sellers Representative shall be able to decide, at its sole discretion, whether or not the Sellers shall exercise or not the Put Right, for which purposes the Sellers hereby grant the Sellers Representative will the full power and authority to exercise the Put Right on their behalf. Any decision by the Sellers Representative to exercise the Put Right on behalf of all the Sellers shall be final and binding upon them. (b) Notwithstanding any provision of this Agreement to the contrary, the Put Right may not be exercised unless each of the following conditions precedent are satisfied: (i) the Business shall have achieved EBITDA for the calendar year 2023 (“2023 EBITDA”) of at least $9,500,000, as provided pursuant to sell all or any portion Section 3(g); and (ii) the Buyer shall not have previously delivered to the Sellers Representative the Call Exercise Notice pursuant to Section 2(c). (c) Subject to Section 3(b), the Sellers may exercise the Put Right by delivery from the Sellers Representative of the Issued Shares written notice of such exercise (the “Put SharesExercise Notice”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, Buyer at any time during the earlier to occur of the following Put Option exercise periods Period. Upon delivery of a Put Exercise Notice in accordance with this Section 3, the Buyer (or one or more of its delegates) will be obligated to purchase from the Sellers, and the Sellers will be obligated to sell and transfer to Buyer (or one or more of its delegates), the Option Shares for an aggregate purchase price that equals the result of (i) the Company Valuation multiplied by (ii) the aggregated Seller Ownership Percentage of all the Sellers (the “Put PeriodPurchase Price”): ). Within 30 days following the later of (aA) Buyer’s receipt of the ten Put Exercise Notice or (B) Entravision’s filing with the SEC of its 2023 Form 10) Business Day period commencing on the first anniversary hereof-K, if applicable, Buyer will prepare and deliver, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodcause to be prepared and delivered, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company Sellers Representative a written statement (the “Put Valuation Statement”) setting forth (i) the Buyer’s calculation of the 2023 EBITDA, and (ii) based thereon, the Buyer’s determination of the Company Valuation and the Put Purchase Price. Within 20 Business Days following the Sellers Representative’s receipt of the Put Valuation Statement from Buyer, the Sellers Representative, on behalf of the Sellers, may elect to not exercise the Put Right by delivering written notice of such decision to Buyer (the “Put Rejection Notice”). (d) The Sellers Representative will have 20 Business Days from its receipt of the Put Valuation Statement from the Buyer (the “Put Objection Period”) to review the Put Valuation Statement. Upon the expiration of the Put Objection Period, the Sellers Representative will be deemed to have accepted (and will be deemed to have waived all rights with respect to), and will be bound by, the Put Valuation Statement and the calculation of Company’s EBITDA for calendar year 2023, the Company Valuation and the Put Purchase Price set forth therein, unless Sellers Representative has notified Buyer in writing of its disagreement with the Put Valuation Statement prior to the expiration of the Put Objection Period (the “Put Objection”), specifying each disputed item (each, a “Disputed Put Item”) and setting forth in reasonable detail the basis for each Disputed Put Item. The Put Notice shall specify Buyer will have 20 Business Days from the date on which it receives the closing Put Objection to review and respond to such Put Objection (the “Buyer Put Response”). To the extent the Buyer and the Sellers Representative are able to negotiate in good faith mutually agreeable resolutions for the Disputed Put Items, the Put Valuation Statement will be modified as necessary to reflect such mutually agreed resolution(s). If the Buyer and the Sellers Representative are able to resolve all Disputed Put Items, the Put Valuation Statement and the calculation of the purchase Company’s EBITDA for calendar year 2023, the Company Valuation and the Put Purchase Price set forth therein, as modified by such resolutions, will be deemed final, non-appealable and binding among the Buyer, the Sellers Representative and the Sellers for all purposes of this Agreement. (e) If the Sellers Representative and the Buyer are unable to resolve all Disputed Put Items within 20 Business Days after delivery of the Buyer Put Response (or such longer period as may be mutually agreed by the Buyer and the Sellers Representative in writing), then the Disputed Put Items shall be submitted to the Arbitration Firm, which shall be jointly engaged by Buyer and the Sellers Representative, to promptly review the Put Valuation Statement and resolve such Disputed Put Items. Buyer and the Sellers Representative will request that the Arbitration Firm render its determination within 60 days following submission to it of such Disputed Put Items. The scope of the disputes to be resolved by the Arbitration Firm is limited to the Disputed Put Items. In resolving any Disputed Put Item, the Arbitration Firm (i) will determine the Company’s EBITDA for the corresponding Relevant Measurement Period, the Company Valuation and the Put Purchase Price in accordance with the provisions of this Agreement, (ii) may not assign a value to any item greater than the greatest value claimed for such item by either the Buyer or the Sellers Representative or less than the smallest value claimed for such item by either the Buyer or the Sellers Representative and (iii) will base its determination solely on written materials submitted by Buyer and the Sellers Representative (and not on any independent review). Furthermore, the Parties acknowledge and agree that the Arbitration Firm shall have the sole and exclusive authority to resolve the Disputed Put Items even if the resolution of legal issues is required to resolve the Disputed Put Items. The Parties further agree that the Arbitration Firm shall also have the sole authority to determine whether any such legal issues exist and, to the extent they do, to retain and consult with legal counsel of Arbitration Firm’s choosing with respect to legal conclusions or judgments arising from the Disputed Put Items, provided that the Parties agree that such legal counsel shall not have any material commercial or professional relationship with any of the Parties. The costs of any fees and expenses of the Arbitration Firm will be borne in equal parts by the Buyer and the Sellers. All determinations made by the Arbitration Firm will be final, conclusive and binding on the Parties, absent fraud or manifest error on the part of the Arbitration Firm, upon which the Arbitration Firm will deliver to the Buyer and the Sellers Representative a revised Put Valuation Statement setting forth the updated calculation of Company’s EBITDA for the corresponding Relevant Measurement Period, the Company Valuation and the Put Purchase Price, as modified by the Arbitration Firm’s final determinations, which will be deemed final, non-appealable and binding among the parties hereto for all purposes of this Agreement, and upon which a judgment may be rendered by a court of competent jurisdiction, and will not be subject to further appeal or review. The Parties acknowledge and agree that this Section 2(d) is an enforceable arbitration provision under the Uniform Arbitration Act, Title 10, Section 5701 et. seq. of the Delaware Code. (f) For purposes of complying with the terms of Section 3(e), each Party hereto (i) will cooperate with and make available to the other Parties and its representatives information, records, data and working papers, and (ii) will permit access to its facilities and personnel, upon advance written notice of not less than two Business Days and during normal business hours, in each case as may be reasonably required in connection with the analysis of the Put Valuation Statement and the resolution of the Disputed Put Items so long as directly relevant to such analysis; provided, however, (i) in no event will any of the Parties be required to produce information that cannot be provided through such Party’s accounting or Tax reporting principles, methods or policies and reporting systems in the Ordinary Course of Business, (ii) the provision of any information or access pursuant to this Section 3(f) will be subject to execution of confidentiality agreements as requested by the applicable Party, and (iii) nothing in this Section 3(f) will require any party to disclose information that is subject to any applicable privilege, including, without limitation, attorney-client privilege or the privilege of attorney work product. (g) If the 2023 EBITDA, as finally determined pursuant to Section 3(d) or Section 3(e), as applicable, is less than $9,500,000, the Sellers will not be entitled to exercise the Put Right and the Put Exercise Notice will be deemed automatically withdrawn. If the 2023 EBITDA, as finally determined pursuant to Section 3(d) or Section 3(e), as applicable, is at least $9,500,000, unless mutually agreed by the Sellers Representative and the Buyer in writing, the consummation of the sale and transfer of the Option Shares shall take place pursuant to this Section 3 will occur on a date (the “Put Closing Date”)) determined by the Buyer, which such date shall will be no earlier than ten (10) within 60 days but no later than thirty (30) days from the date after final determination of the Put NoticePurchase Price pursuant to Section 3(d) or Section 3(e), as applicable. On or before No less than ten days prior to the Put Closing Date, Lender the Buyer will deliver provide written notice to the Company the certificate(s) representing exercising Seller notifying it of the Put Shares Closing Date. On the Put Closing Date, (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blanki) the Buyer and the Company shall tender Sellers will execute a public deed substantially in the form of Schedule 2(g) before a Notary Public nominated by the Buyer to Lender formalize the sale and transfer of the Option Shares to the Buyer (or one or more of its delegates), and (ii) the Buyer will pay the corresponding Put Price in cash Purchase Price, as finally determined pursuant to Section 2(d) or Section 3(e), to the Sellers by wire transfer of immediately available funds to an account at a bank the accounts designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured in writing by the Collateral Sellers Representative and (iii) the Buyer and the Sellers will perform any related guarantees further actions mutually agreed or required to formalize the sale and transfer of the Option Shares under applicable Spanish common Law (derecho común español). For the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedavoidance of doubt, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise payment of the Put Option upon a Fundamental Transaction (as defined in Purchase Price by the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Buyer to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient Sellers will be made proportionally to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lendereach Seller’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionOwnership Percentage. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during Upon the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on Maturity Date of the first anniversary hereof, Note or (b) the ten repayment in full of all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note, the Holder shall have the right (10) Business Day period commencing on the date which is nine "Put Option"), exercisable at its sole option, to require the Company to purchase the Warrant Shares at the Fair Market Value thereof (9) months after the date "Put Option Price"); provided, however, that the registration statement for the registration any exercise of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option must be for at least twenty-five (25%) of the then-outstanding Warrant Shares (as such number may be adjusted from time to time pursuant to this Warrant). If the Holder wishes to exercise the Put Option, it shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice furnish to the Company (a written notice notifying the “Put Notice”). The Put Notice shall specify the date on which the closing Company of the purchase of its election to exercise the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than Option and specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the date of purchase. Upon the receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, on such specified date of purchase, such Warrant Shares at the Put NoticeOption Price, regardless of whether this Warrant is exercised at such time; provided, however, that if this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall be reduced by the Warrant Purchase Price, but only to the extent that this Warrant has not been exercised. On Notwithstanding the foregoing, if the Company repays in full all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note on or before the Put Closing Date, Lender will deliver to date that is three (3) years from the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer issue original date of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Warrant, the Put Price is Holder shall not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option until the date that is no earlier than the day after the date that is three (3) years from the issue date of this Warrant. The Company shall not be transferred or assigned to any third party. 6.1 Notwithstanding bear all costs and expenses incurred in connection with the foregoing, Lender shall have determination of the right, but not the obligation, to accelerate the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any legal fees and expenses incurred by the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together Holder in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionsuch determination. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate In connection with the exercise of the Put Option. Lender’s failure to timely notify , the Company Per Share Schaden Purchase Amount (as defined in Section 3.3) will be paid in connection 0with the determination of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionFair Market Value, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentslast paragraph of the definition of Fair Market Value, the Put Option set forth hereinabove, if and will not terminated by its terms herein, shall terminatebe paid pursuant to Section 3.3.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion On each of the Issued Shares 270th day and 540th day following the Original Issue Date (each such date, a "Put Date" and the “60th day following a Put Shares”) to the Company for Date, a total purchase price of $195,000, pro-rated for any portion thereof (the “"Put Price”Payment Date"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Holders shall have the right, but not at their sole discretion (the obligation"Put Right"), to accelerate require the exercise Company to prepay all or a portion of the then outstanding principal amount and interest under the Debentures by delivering to the Company a written notice (a "Put Notice"), specifying therein the outstanding principal amount and interest subject to the Put Right. Subject to the right to deliver shares of Common Stock as described in the immediately following sentence, not later than the Put Payment Date, the Company will pay and deliver to the Holder exercising its Put Right, free of any claim of subordination, an amount of cash (in immediately available funds) equal to the sum of: (i) the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon (each as indicated in the Put Notice), and (ii) all other amounts, costs, expenses and liquidated damages then owing in respect of such principal amount (the "Put Price"). The Company may deliver a written notice to the Holders no later than 20 Trading Days prior to the applicable Put Date (a "Company Notice"), indicating therein its intention not to pay in excess of a maximum dollar amount in cash as part of any subsequent Put Price (the "Maximum Cash Amount"), in which case, in response to a Put Notice, the Company shall: (i) pay to the Holder the Maximum Cash Amount no later than the Put Payment Date and (ii) deliver to the Holder not later than the third Trading Day following the applicable Put Date a number of shares of Common Stock equal to the quotient obtained by dividing (A) the difference between the Put Price and the Maximum Cash Amount by (B) the average of the Per Share Market Values for the five Trading Days preceding the Put Date. The Company's obligations to deliver shares of Common Stock pursuant to this Section 5 shall be subject to the provisions of Section 4(b)(ii) and (iii) hereof. If the Company shall fail to timely deliver a Company Notice to the Holders, the Company will be required to pay the entire Put Price in cash. If any portion of the cash portion of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company Price shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days not be paid on or prior to the date of the proposed consummation of the Fundamental TransactionPut Payment Date, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionthen, notwithstanding anything herein to the foregoingcontrary, Lender the Holder shall have the right, but not no later than 20 Trading Days following the obligationPut Payment Date, to accelerate the exercise of either (i) rescind the Put Option following an Event of Default under the Loan Documents Notice or (which acceleration right shall not be waived if not exercised following ii) convert all or a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant principal amount and interest under the Debentures previously subject to the Loan Documents, Put Right at a conversion price equal to the lower of (A) the Conversion Price and (B) the average of the Per Share Market Values during the ten Trading Days immediately preceding either the Put Option set forth hereinabovePayment Date or the date the Holder rescinds the Put Notice, if not terminated by its terms herein, shall terminatewhichever is lower.