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 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 (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 (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) 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 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 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 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 (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 (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 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 (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 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 (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. (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. (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 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 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 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 Company hereby grants to Lender an option (the “Put Option”) to sell If all or any a portion of the Issued Shares (Stock held in a Participant's Account is subject at the “Put Shares”) time of distribution by the Trustee to restrictions under any federal or state securities laws, any regulations thereunder, or any agreement, such that the Stock distributed to the Company for Participant cannot be freely traded or is not readily tradeable within the meaning of 409(l)(1) and any Treasury Regulations promulgated thereunder, the Employer shall issue a total purchase price "put option" to any Participant who receives a distribution of $195,000, pro-rated for any portion thereof (the “Put Price”)Stock. The Put Option may be exercised with respect put option must permit the Participant to any amount that is equal sell the distributed Stock to or less than the entire balance of the outstanding Put Shares, Employer at any time during two option periods, at the earlier to occur fair market value of the shares. The first put option period is for at least sixty days beginning on the date of distribution. The second put option period is for at least sixty days beginning after the new determination of the fair market value of Stock by the Committee (and notice to the Participant) in the following Put Option exercise periods (Plan Year. The put option must provide that if the “Put Period”): Participant exercises the put option, the Employer, or the Plan if the Plan so elects, shall repurchase the Stock as follows: (a) If the ten distribution is a total distribution, payment of the fair market value of a Participant's distributed Stock shall be made either in a single sum or substantially equal annual installments over a period of time not longer than five years at the discretion of the Committee. The first installment shall be paid not later than 30 days after the Participant exercises the put option. The Plan shall pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days. (10b) Business Day period commencing If the distribution is not a total distribution, the Plan shall pay the Participant an amount equal to the fair market value of the Stock repurchased no later than 30 days after the Participant exercises the put option. (c) The Employer shall be required to purchase the Stock at the fair market price established by the current bid and asked closing prices quoted by persons independent of the Employer, (i) determined on the first anniversary hereofdate the put option is exercised if the exercise is by a disqualified person, as defined in Code 4975(e)(2), or (bii) in all other cases, determined as of the ten most recent Valuation Date. (10d) Business Day period commencing The closing for purposes of consummating the transaction under this Section shall be held at the place, on the date and at the time to which is nine (9) months after the date selling Participant and the Employer may agree, provided 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 closing 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 held not later than thirty (30) 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 after 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 put option by the Collateral thereunder, and shall be immediately due and payable to Lenderselling Participant. 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 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 (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 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 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 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 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 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. 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 (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 (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 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 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 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. 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. 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 3.1. Purchaser hereby irrevocably grants to Lender an Mosaic a put option to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”) ). 3.2. Mosaic shall be entitled to sell all or any portion exercise the Put Option within a term of 10 Business Days following the Issued Shares Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (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 to or less than the entire balance Notice shall also inform Purchaser of the outstanding Put Shares, at any time during bank account(s) to which the earlier to occur Purchase Price shall be transferred. 3.3. Upon receipt of the following Put Option exercise periods Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the “Put Period”): (a) Closing, fail to take the ten (10) necessary actions to transfer the Closing Equity Holdings within the 5-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 following receipt of the Put Option upon Notice by Purchaser, then Mosaic shall be liable to Purchaser for a Fundamental Transaction non compensatory penalty (as defined “multa ▇▇ ▇▇▇▇”, não compensatória) in the Loan Agreement)amount of US$250,000.00 per day, as follows: The Company shall send written notice for a maximum 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 Lenderdays, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s receipt or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Fundamental Transaction Notice, Lender shall advise Closing Equity Holdings and/or fail to transfer the Company whether Purchase Price within 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 above mentioned 5-Business Day period then Purchaser shall be deemed an intention liable to decline Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to accelerate the Put OptionUS$3,750,000.00. 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 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 (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 Until the third anniversary of the date of this ---------- Agreement, or, if later, the termination of the Employment and Noncompetition Agreement dated the date hereof by and between the Purchaser and the Company hereby grants (including any renewals thereof), upon the death or disability (as such term is defined in Section 22(e)(3) of the Code) of Purchaser, Purchaser's designee, legal representative or legatee, the successor trustee of Purchaser's inter vivos trust or the person who acquired the right to Lender an option such Shares by reason of the death of Purchaser (collectively, the Successor") may elect to cause the Company to repurchase all or part of the Shares of Purchaser acquired under this Agreement and under that certain Option Agreement dated as of the date hereof by Purchaser for cash (the “"Put Option”) to sell all "); provided, however, such election must be made no earlier than 30 days and no later than 180 days after such death or any portion of the Issued Shares disability (the “Put Shares”) to "Option Period"); and provided further that such repurchase is permitted by the Company for a total purchase price of $195,000Company's debt agreements. If the Company's debt agreements do not permit such repurchase, 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 Company's obligations under this Section 11 shall continue until 120 days after the date such repurchase shall be permitted; provided 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 such obligations shall terminate and shall be in any event on the fourth anniversary of no further force or effectthis Agreement. The Put Option shall be exercisable exercised by Lender’s the Successor by (a) delivery of to the Company within the Option Period a written notice specifying the number of shares to be repurchased by 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 and (10b) 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 surrendering to the Company Company, or its agent, the certificate(s) certificates, properly endorsed for transfer, 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 which 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 being exercised within fifteen (15) days of Lender’s receipt delivery of the Fundamental Transaction Notice, Lender Notice to the Company. The Notice Date shall advise be the day the Company whether receives the Lender has elected Notice. The purchase price (the "Option Price") for each Share to accelerate the exercise of the Put Option. Lender’s failure be purchased pursuant to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate equal (A) the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise greater of the Put Purchase Price or the applicable exercise price (in the case of Option following an Event of Default under the Loan Documents Shares) (which acceleration right shall not be waived if not exercised following a prior Event of Defaultwithout interest), 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”a) 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 SharesIf, at any time during prior to the earlier to occur third anniversary of the following Put Option exercise periods Effective Date, Biosource (the “Put Period”): i) sells at least fifty percent (a50%) the ten (10) Business Day period commencing on the first anniversary hereofof its shares of capital stock of Large Scale, or (bii) sells substantially all of the assets of Large Scale to a third party other than an Affiliate (as defined in Section 3.18) of Biosource, or (iii) combines Large Scale with Biosource or another wholly-owned entity of Biosource and within six months thereafter sells substantially all of the assets of Large Scale to a third party other than an Affiliate of Biosource, then, in any such event (a "Put Qualification Event"), the Securityholder shall have the right (but not the obligation) to require that Biosource purchase from the Securityholder all of the Biosource Shares acquired by the Securityholder pursuant to this Agreement (the "Put Shares") for consideration equal to ten dollars ($10) Business Day period commencing on per share (as adjusted for subdivisions, stock dividends, reclassifications, combinations, or consolidations) paid in the date which is nine same form and in the same proportion as the consideration received by Biosource pursuant to the Put Qualification Event (9) months after the date that "Put Option"). Consideration other than cash shall be deemed for purposes of the registration statement Put Option to have the same value as it was deemed to have for the registration purpose of the Issued Shares is declared effective by Put Qualification Event. In any event, the SEC . If not exercised during the Put Period, Securityholder's right 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 contingent upon the closing of the purchase of Put Qualification Event. (b) Biosource shall notify the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but Securityholder no later than thirty (30) days from after the date closing of the Put NoticeQualification Event. 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 Upon receipt 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 exercisedsuch notice, the Put Price is not yet tendered, the Lender’s right to receive the Put Price Securityholder shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right provide written notice of its intent to exercise the Put Option, which notice shall specify the number of Biosource Shares to be sold (the "Put Option shall not be transferred or assigned to any third partyExercise Notice"). 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”c) no later than Within thirty (30) days prior of receipt of the Put Option Exercise Notice, Biosource shall purchase the Put Shares for the consideration set forth in Section 2.3(a) at a closing (the "Put Closing") to be held at the office of Brob▇▇▇, ▇▇leger and Harr▇▇▇▇, ▇▇e ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ such other place as Biosource and the Securityholder may agree. At the Put Closing, the Securityholder shall tender the certificates representing the Put Shares and such other documents and certifications as Biosource or its counsel may reasonably require. (d) Notwithstanding the foregoing, the Put Option shall expire as of the date of the proposed consummation final prospectus for an initial public offering of Biosource in which shares are sold to the public at a price per share (determined without regard to underwriter commissions and expenses) of not less than $9 (as adjusted from the date hereof for stock splits, reverse stock splits and the like) and an aggregate offering price of not less than $15,000,000. Further, in the event that the registration filed in connection with such initial public offering is withdrawn after completion of the Fundamental Transaction, together with all relevant information relating thereto, final prospectus used 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 Documentsconnection therewith, the Put Option set forth hereinabove, if not terminated by its terms herein, (and each subsection of this Section 2.3) shall terminatebe reinstated to full force and effect.

Put Option. The Company hereby grants to Lender an option (In the “Put Option”) event of a Prohibited Transfer, each Investor shall have the right to sell all or any portion to the Founder who effected the Prohibited Transfer, and, if such right is exercised, the Founder shall have the obligation to purchase from each Investor, a number of shares of Common Stock of the Issued Shares Company (the “Put Shares”either directly or through purchase of Convertible Securities) equal to the Company for a total purchase price number of $195,000, pro-rated for any portion thereof (shares each Investor would have been entitled to sell to the “Put Price”)purchaser in the Prohibited Transfer pursuant to the terms hereof. The Put Option may Such sale shall 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 made on the following Put Option exercise periods (the “Put Period”): terms and conditions: (a) The price per share at which the ten (10) Business Day period commencing on shares are to be sold to the first anniversary hereofFounder shall be equal to the price per share paid by the purchaser to the Founder in the Prohibited Transfer. The Founder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Investor's rights under this Section 2. (b) the ten Within twenty (1020) Business Day period commencing on the date which is nine (9) months business 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 Investors (i) received notice from the Founder of the purchase Prohibited Transfer or (ii) otherwise become 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 Founder the certificate(s) certificate or certificates representing the Put Shares (duly shares to be sold, each certificate to be properly 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 partytransfer. 6.1 Notwithstanding the foregoing(c) The Founder shall, 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 Noticecertificate or certificates for the shares to be sold by an Investor, Lender shall advise pursuant to Section 2.2(b), immediately pay the Company whether aggregate purchase price therefor and the Lender has elected amount of reimbursable fees and expenses, as specified in Section 2.2(a), by certified check, wire transfer or bank draft made payable to accelerate the exercise order 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 Optionsuch Investor. 6.2 In addition(d) NOTWITHSTANDING THE FOREGOING, 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 LenderANY ATTEMPT TO TRANSFER SHARES OF THE COMPANY IN VIOLATION OF SECTION 1 HEREOF SHALL BE VOID AND THE COMPANY AGREES IT WILL NOT EFFECT SUCH A TRANSFER NOR WILL IT TREAT ANY ALLEGED TRANSFEREE AS THE HOLDER OF SUCH SHARES WITHOUT THE WRITTEN CONSENT OF THE INVESTORS. THE COMPANY AND THE FOUNDERS AGREE THAT ANY AND ALL CERTIFICATES REPRESENTING ANY SHARES OR OTHER SECURITIES OF THE COMPANY HELD FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT SHALL BEAR A LEGEND REFERENCING THE RESTRICTIONS IMPOSED BY THIS AGREEMENT. 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 Provided that the Restructuring shall have been completed upon the terms and conditions set forth in the Plan of Arrangement attached to Lender an option the Arrangement Agreement, New ADB will have the right (the “Put Option”"PUT OPTION") (i) if at any time the Lender makes a Demand, (ii) Lender has accelerated the Loan pursuant to Section 8.2 or (iii) at any time on and after June 1, 2003 until midnight (Toronto time) on June 30, 2003 (the "PUT PERIOD") to sell all or any portion require the Lender, on the terms and conditions of this Section , to purchase from New ADB all, but not less than all, of the Issued Shares issued and outstanding shares in the capital of Old ADB (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"SHARES"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance purchase and sale 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 Shares 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 will be 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 following: (15a) 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 will be deemed an intention exercised by New ADB by delivering to decline to accelerate the Lender a notice in the form attached hereto as Schedule 10.1(a) (the "PUT NOTICE") during the Put OptionPeriod; (b) the Lender will purchase the Shares on the date that is 10 Business Days after the date upon which the Lender received the Put Notice (the "PUT CLOSING DATE"); (c) the purchase price for the Shares will be an amount equal to the aggregate amount of the Principal and accrued and unpaid interest thereon to the day immediately preceding the Put Closing Date and will be satisfied by the set-off by the Lender of the amount owing in respect of the purchase price of the Shares in full satisfaction of such aggregate amount of Principal and accrued and unpaid interest. 6.2 In addition, notwithstanding (d) the foregoing, Lender shall have closing (the right, but not "PUT CLOSING") of the obligation, transaction of purchase and sale pursuant to accelerate the exercise of the Put Option following will take place at the offices of New ADB in Mississauga, Ontario; (e) at the Put Closing: (i) New ADB will deliver to the Lender the certificates representing the Shares to be purchased, duly endorsed for transfer or accompanied by stock powers; (ii) New ADB will provide the Lender with certification in a form reasonably acceptable to the Lender's counsel that the Shares conveyed are free and clear of all encumbrances; (iii) New ADB will deliver to the Lender a certificate of an Event officer certifying to the Lender that (A) the articles and by-laws of Default under Old ADB (as attached to such certificate) are in full force and effect, unamended, and that no proceedings have been taken to amend same, (B) the Loan Documents representations and warranties as they relate to Old ADB contained in this Agreement are true and correct as of the time of the Put Closing as if given at such time, (which acceleration right shall C) New ADB is not be waived if not exercised following a prior Event non-resident of DefaultCanada for purposes of the Income Tax Act (Canada), (D) there is no actions, suits or proceedings before any court or before or by any governmental commission, board, bureau, agency or other authority pending or threatened against, or affecting, Old ADB which could have a Material Adverse Effect, with the exception of such actions, suits or proceedings, if any, arising from the operation of Old ADB in which event the Put Price shall be added ordinary course of business from and after the Effective Time, and (F) such other matters as the Lender may reasonably request; (iv) New ADB will deliver an opinion of its legal counsel substantially in the form attached hereto as Schedule 10.1(e)(iv) regarding the due and proper transfer of the Shares by New ADB to the Obligations under the Loan Agreement Lender; (v) New ADB will deliver resignations of all directors and secured by the Collateral thereunderofficers of Old ADB, and shall be immediately due and payable to Lender. 6.3 If any portion except those directors who are nominees of the Note is converted into Common Stock Lender pursuant to the Loan DocumentsCo-Operation Agreement; (vi) New ADB will deliver a release in favour of Old ADB substantially in the form attached hereto as Schedule 10.1(e)(vi). (f) Without prejudice to the Lender's rights to take such action as it deems necessary to preserve or protect its interest in the recovery of the indebtedness and liabilities of the Borrower to the Lender hereunder, the Put Option set forth hereinaboveLender will forebear from exercising any of its rights and recourses under Section 8.2 as a result of the acceleration the Loan or the making of a Demand, if not terminated by its terms hereinany, shall terminateuntil the Put Closing Date.

Put Option. The Company hereby grants to Lender an option (the “Put Option”a) to sell all or any portion of the Issued Shares (the “Put Shares”) Subject to the Company for a total purchase price provisions 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 Sharesparagraph 4(b) below, 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 on at least 60 days' written notice to the Company (the “Put Notice”"PUT NOTICE"). The , the Holder of this Common Stock Purchase Warrant or the Common Stock issued pursuant to the exercise of the Warrants shall have the option of requiring the Company (i) to purchase all or a portion of the Common Stock issued pursuant to the Warrants, at a price determined as of the date upon which the Put Notice shall specify is given to the Company equal to the Put Price, or (ii) in the event this Common Stock Purchase Warrant has not been exercised in full, to purchase all or a portion of the Common Stock Purchase Warrant, at a price equal to the Put Price determined as of the date on upon which the closing Put Notice is given to the Company for all shares of Common Stock that are then issuable upon exercise of the Common Stock Purchase Warrant MINUS the Exercise Price per share therefor (any such purchase pursuant to this paragraph 4(a) being a "PUT"). (b) The Company shall not be required to purchase shares of Common Stock or Common Stock Purchase Warrants pursuant to any exercise of the rights set forth in paragraph 4(a) above to the extent that the Company (or any successor) is unable to purchase such securities from an available source of funds from which it can legally (including without limitation, pursuant to the general corporation law of the State of Ohio) pay such Put Shares Price; PROVIDED, HOWEVER, that the Company (or any successor) shall take place (use all legally permissible methods in obtaining such legal source of funds, including, without limitation, the “reduction of capital and the revaluation of its assets, including by appraisal. In such event, the Company shall pay the Put Closing Date”)Price to the extent that it is able to do so in compliance with the terms of this paragraph 4(b) in cash in immediately available funds with the balance, which such date shall if any, to be no earlier than ten (10) days but no later than thirty (30) days from paid by the delivery to the Holder or Holders hereof of a Promissory Note of the Company dated the date of the applicable Put Noticeclosing, having a term of one year from the date thereof, providing for a single payment of principal at the end of its term and bearing interest at a rate per annum (computed for the actual number of days elapsed on the base of a 360-day year) equal to 15%. On The Promissory Note shall provide for quarterly interest payments and for prepayment at any time without premium or before penalty. In the Put Closing Date, Lender will deliver to event the Company is unable to purchase the certificate(s) representing securities in compliance with the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and terms hereof, 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 such securities to the Put Option extent that it is an Obligation secured by able to do so in compliance with 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 terms of this paragraph 3(b) on each three month anniversary 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 Optionclosing. 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 HBT shall provide to Lender an Sofinov upon written notice to HBT the option (a "PUT OPTION") that will become effective on or after August 23, 2002. Upon the “exercise by Sofinov of its Put Option”) , HBT shall be required to sell all or any portion of the Issued Shares repurchase (the “Put Shares”) subject to the Company for a total purchase price provisions 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 CLAUSE (9) months after below) all shares then held by Sofinov (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 "SECURITIES") at their then fair market value. (1) The Put Option shall terminate and shall be upon the occurrence of a Public Stock Offering by HBT of its Common Stock. (2) For a period 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 less than thirty (30) days from after Sofinov gives 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 exercise (the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later "NOTICE"), Sofinov and HBT shall attempt to agree upon a price for the Securities. If they are unable to agree, then, on any date which is more than thirty (30) days prior after the Notice, Sofinov may notify HBT (the "APPRAISAL NOTICE") that it intends to determine the fair market value of the applicable Securities through an appraisal mechanism. The Appraisal Notice shall be accompanied by the name of the Appraiser ("SOFINOV'S APPRAISER") selected by Sofinov to appraise the applicable Securities. Within thirty (30) days after the Appraisal Notice, HBT shall notify (the "COUNTER-APPRAISAL NOTICE") Sofinov's Appraiser of the name of the appraiser selected (the "HBT APPRAISER") to appraise the applicable Securities. During the ninety (90) day period following the date of the proposed consummation Counter Appraisal Notice the two appraisers (the "APPRAISERS") shall separately determine the fair market value of the Fundamental Transactionapplicable Securities. HBT shall provide the Appraisers with an in-house financial statement as close as possible to the "EXERCISE DATE." The ninety (90) day period shall be extended by the time it takes to provide the in-house financial statement, together with all relevant information relating theretowhich shall include at a minimum a Profit and Loss statement and a Balance Sheet. (3) If HBT fails or refuses to select an appraiser within the thirty (30) day period, then the value of the applicable Securities as determined by Sofinov's Appraiser shall be deemed to be its fair market value. (4) If the fair market value of the applicable Securities, as determined by one of the Appraisers, is within ten percent (10%) of the value as determined by the second Appraiser, then the fair market value shall be deemed to be the average of the two appraisals. If the difference in the valuations of the two Appraisers is more than ten percent (10%), then the two Appraisers shall select a third appraiser (the "THIRD APPRAISER") who shall, within ninety (90) days after his appointment, determine the fair market value of the applicable Securities, which may not, in form sufficient any event, be lower than the lowest nor higher than the highest of the values as determined by Sofinov's Appraiser and HBT's Appraiser. (5) Each appraiser selected must be experienced in appraising businesses of the type HBT is engaged in. (6) The fair market value of the applicable Securities shall be determined without reference to enable Lender a minority discount or a control premium. (7) Sofinov shall pay the fees for Sofinov's Appraiser; HBT shall pay the fees for the HBT's Appraiser; and Sofinov and HBT shall each pay one half (1/2) of the fees for the Third Appraiser. (8) Subject to make an informed decision the provisions of CLAUSE (9) below, within one hundred twenty (120) days after determination of the fair market value of the applicable Securities (a) Sofinov shall transfer the applicable Securities to HBT and (b) HBT will pay Sofinov, in cash, the fair market value for the applicable Securities. The transfer by Sofinov shall be without any representations or warranties except that Sofinov (1) owns the applicable Securities free and clear of any liens or encumbrances and (2) is lawfully empowered to transfer the applicable Securities to HBT. (9) In the event of failure of HBT to purchase the applicable Securities as described in this CLAUSE (9), HBT and Sofinov shall work together, in good faith, to whether it should accelerate sell HBT. If HBT fails to actively and aggressively market its sale in good faith (with the Put Optionactive assistance of Sofinov), and/or if the joint efforts of HBT and Sofinov do not result in the sale of HBT at the best available price for a period of one year following the 120 days referred to in CLAUSE (8), then Sofinov shall have the right to (a) elect a committee of the Board of Directors that will be fully authorized to bind the Board of Directors to pursue a sale of HBT and (b) approve a sale of HBT at a price and on terms that are reasonably acceptable to Sofinov. Within fifteen The proceeds of the sale of the HBT pursuant to this CLAUSE (159) shall be allocated among the shareholders in accordance with their respective equity interests. Alternatively, Sofinov may offer to purchase, for cash, all the shares of Common Stock in HBT held by other shareholders at the then current fair market value, determined in accordance with the appraisal procedures described in this Section. Sofinov shall give the shareholders written notice of its offer to purchase, which offer the shareholders shall accept, and the closing of the sale shall be consummated within thirty (30) 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 delivery to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable shareholders of Sofinov's offer to Lenderpurchase. 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) 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 all or any portion the [***] of the Issued Shares 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 Shares”Notice is after the [***] of the Initial Closing Date an amount equal to (A) to [***] multiplied by the Company for a total purchase price number of $195,000MHz Households covered by the Put Spectrum, pro-rated for less (B) the sum, after taking into effect any portion thereof (the “Put Price”). The Put Option may be exercised 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 amount Spectrum to Operator that is equal subject to or less than the entire balance a Primary Lease unless at least one year is remaining of the outstanding Put Shares, at last term (including any time during the earlier to occur renewals) of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Primary Lease. (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 If Sprint elects to put less than all of the Issued Shares is declared effective by the SEC . If Spectrum in a given Closed Market, for a period not exercised during to exceed 30 days following the Put PeriodNotice, the Parties will negotiate in good faith to determine the identity of the Spectrum which will be Put Option shall terminate 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 shall be will send Operator notice of the Spectrum Groupings, and (ii) no further force later than 30 days after receipt of such notice, representatives of Operator and Sprint will meet at a mutually agreed upon location or effecttelephonically 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 Option shall be exercisable by Lender’s delivery of written notice Notice, Sprint and Operator will negotiate in good faith to reach agreement as to the Company transaction documents based substantially upon the terms and conditions specified in the term sheet (the “Put Notice”). The Put Notice shall specify "Put/Call Term Sheet") attached as Exhibit G. No later than 10 days following the date on which the closing of the purchase identity of the Put Shares shall take place Spectrum is determined pursuant to Section 17.2 (the “Put Closing Date”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 [*** Confidential Treatment Requested] 64 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 date shall actions and give all such notices as may be no earlier 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 third party petition or complaint regarding the assignment of the 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 ten (10) days but no later than thirty (30) days 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 NoticeSpectrum 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. On or before If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Closing DateNotice until the date on which the Parties close the put (the "Put Closing"), Lender Operator will deliver not, without Sprint's prior consent, not to be unreasonably withheld, conditioned or delayed, make any material modifications or changes in the Company the certificate(s) representing operation of the Put Shares (duly endorsed for transfer by Lender Spectrum or accompanied by duly executed stock powers in blank) and the Company shall tender enter into, or permit any Third Party Licensee 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 enter into, any Coordination Documents with respect 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 partySpectrum. 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 (i) In the event that a Put Option Event shall occur at any time during the period from the Tranche A Funding Date to Lender an option and including the end of the Term, the Administrative Agent, at the direction of the Purchasers, shall have the right, but not the obligation (the “Put Option”), exercisable within sixty (60) to sell all or any portion days after the earlier of the Issued Shares occurrence of a Put Option Event or the Administrative Agent’s receipt of written notice from the Company of a Put Option Event (the a “Put SharesOption Trigger”) to require the Company for to repurchase from each Purchaser its Assigned Interests and Assigned Tail Royalty Interests at the Put/Call Price; provided that during the occurrence and continuation of a total purchase price of $195,000, pro-rated for any portion thereof Bankruptcy Event (the an “Automatic Put PriceOption Trigger”), each Purchaser shall be deemed to have automatically and simultaneously elected to have the Company repurchase from each Purchaser the Assigned Interests and the Assigned Tail Royalty Interests for the Put/Call Price in cash and the Put/Call Price shall be immediately due and payable without any further action or notice by any Party. The In the event the Purchasers elect to exercise their Put Option may be exercised with respect (other than 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 an Automatic 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 PeriodTrigger), the Put Option Administrative Agent 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, which date shall be forty-five (45) days from the date of such notice (or such earlier date as such Purchaser and the Company may agree, 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 from the date of the Put NoticeOption Trigger. 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 each Purchaser its Assigned Interests and Assigned Tail Royalty Interests at the Put Put/Call Price in cash cash, the payment of which shall be made by wire transfer of immediately available funds to the Administrative Agent for the account of the Purchasers. (ii) For the avoidance of doubt, the Put/Call Price shall automatically be due and payable upon an Automatic Put Option Trigger, as if such payments (each, an “Automatic Put Payment”) were voluntarily prepaid and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this agreement, by operation of law or otherwise (including, without limitation, on account at of any bankruptcy filing), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Purchasers or profits lost by the Purchasers as a bank designated result of such acceleration, and by Lendermutual agreement of the Parties as to a reasonable estimation and calculation of the lost profits or damages of the Purchasers as a result thereof. Any Automatic Put Payment under Section 5.05(a)(i) above shall be presumed to be the liquidated damages sustained by each Purchaser as the result of the early termination, acceleration or prepayment and the Company agrees that such Automatic Put Payments are reasonable under the circumstances currently existing. In the event an Automatic Put Payment is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, despite an Automatic Put Option Trigger having occurred, such Automatic Put Payment shall nonetheless constitute Obligations under this Agreement for all purposes hereunder. The Company hereby waives the provisions of any present or future statute or law that prohibits or may prohibit the collection of the prepayment fee and Lender any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. The Company, the Administrative Agent and the Purchasers acknowledge and agree that any Automatic Put Payment due and payable in accordance with this Agreement shall not constitute unmatured interest, whether under Section 5.02(b)(3) of the Bankruptcy Code or otherwise. The Company further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The Company expressly agrees that (i) the Automatic Put Payments are reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) any Automatic Put Payment shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Purchasers and the Company giving specific consideration in this transaction for such agreement to pay the Automatic Put Payment, (iv) the Company shall be estopped hereafter from claiming differently than as agreed to in this Section 5.05(a), (v) the Company’s obligation agreement to purchase the Issued Shares from Lender pursuant pay any Automatic Put Payment is a material inducement to the Purchasers to fund the Purchase Price, and (vi) the Automatic Put Option is an Obligation secured Payments represent a good faith, reasonable estimate and calculation of the lost profits, losses or other damages of the Purchasers and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Purchasers or profits lost by the Collateral and any related guarantees under the Loan Documents, and for so long Purchasers 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 partya result of such event. 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. (a) Upon the occmTence of a Change of Control Event, each Bondholder shall have a right of pre-payment of its Bonds at a price of 10 1 % of par value (plus accrued interest of par value on the relevant Bonds). (b) The Company hereby grants Put Option must be exercised within thirty (3 0) days after the Issuer has given notification to Lender an option (the “Put Option”) to sell all or any portion Bondholders of the Issued Shares Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place (the “Put Shares”c) 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 each Bondholder separately. If not exercised during the Put Period, the Any Bondholder exercising its Put Option shall terminate and shall be of no further force or effectdo so by notice in writing to its Account Manager. The Put Option Account Manager shall be exercisable notify the P aying Agent of the redemption request made by Lender’s delivery of written notice to the Company (the “Put Notice”)each such Bondholder. 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 settlement 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 forty-five (45) days after the Issuer has given notification to decline the Bondholders of the Change of Control Event. (d) On the settlement date of the Put Option, the Issuer shall pay to accelerate each Bondholder who has exercised its Put Option, the principal amount of each such Bond (at the price pursuant to paragraph (a) above) and any unpaid interest accrued up to (but not including) the settlement date ofthe Put Option. 6.2 In addition(a) Upon the occurrence of a Dhirubhai- 1 Disposal Event, notwithstanding the foregoing, Lender each Bondholder shall have a right of pre-payment of its Bonds at a price of 10 1 % of par value (plus accrued interest of par value on the rightrelevant Bonds), but not provided that the obligationtotal amount available for such prepayment to the Bondholders shall be limited to an amount equal to (as determined by reference to the Issuer's latest Financial Statements or Interim Accounts): The book value of Dhirubhai- 1, to accelerate divided by the exercise book value of all consolidated assets of the Group which are categorised as "Property, Plant & Equipment" (including Vessels), multiplied by the Outstanding Bonds (hereinafter referred to as the "Maximum Dhirubhai-1 Disposal Put Amount"). (b) The Put Option following an Event of Default under must be exercised within thirty (3 0) days after 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 Issuer has given notification 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 Bondholders 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.Dhirubhai- 1

Put Option. The Company (a) If Bidco does not exercise the Leaver Call Option within the prescribed three (3) month exercise period and the Leaver is a Good Leaver or a Forced Leaver, then the applicable Good Leaver or Forced Leaver shall have the right to transfer its or their Shares (which shall not include any Relevant Shares previously Transferred by such Manager to a transferee pursuant to clause 6.2, but shall include any Shares transferred to such Manager’s Manager Holding Company) to Bidco (or its designee, which may be the Company), at a price equal to the applicable Put Strike Price for each Share (which shall be determined based on whether the Leaver is a Good Leaver or a Forced Leaver). Such Good Leaver or Forced Leaver shall exercise (if at all) the Leaver Put Option (as defined below) within three (3) months of the expiration of the Leaver Call Option. (b) To ensure the effectiveness of a Leaver’s rights under clause 6.5.2(a), Bidco hereby grants irrevocably agrees to Lender grant to each Manager who shall agree and accept, an option to sell and transfer each and all Shares (which shall not include any Relevant Shares previously Transferred by such Manager to a transferee pursuant to clause 6.2, but shall include any Shares transferred to such Manager’s Manager Holding Company) owned by such Manager, to be executed as a separate deed on the Effective Date in the form attached as Schedule 6.5.2 (the “Leaver 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 Leaver Put Option will be exercisable by the relevant Managers within three (3) months of the expiration of the Leaver Call Option and subject to such Manager being a Good Leaver or Forced Leaver. Such Manager shall deliver to the Company (with a copy to Bidco) written notice (a “Leaver Put Option Notice”) stating that such Manager is exercising the Leaver Put Option and stating the type of Leaver such Manager is in accordance with such definitions. If the Leaver Put Option is exercised within the above three (3) months period, the Good Leaver or Forced Leaver shall transfer such Leaver’s Shares (which shall not include any Relevant Shares previously Transferred by such Manager to a transferee pursuant to clause 6.2, but shall include any Shares transferred to such Manager’s Manager Holding Company) to Bidco (or its designee, which may be the Company), and Bidco (or its designee, which may be the Company) shall acquire and pay, or cause to be paid, the applicable aggregate Put Strike Price (which shall be determined based on the type of Leaver properly designated in the applicable Leaver Put Option Notice, subject to the right of Bidco to dispute such designation in good faith, including by filing an arbitration claim pursuant to clause 23) to the Leaver in unity of act and concurrently with the consummation of the transfer of such Shares in connection with such exercised Leaver Put Option, which such consummation shall occur no later than three (3) months following the date of the final determination of the Fair Market Value in accordance with clause 6.11.1 (with such date of completion as determined by B▇▇▇▇). Subject to clause 6.12.1, the applicable Put Strike Price 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 exercised Leaver Put Option exercise periods (shall be paid in Euros with such applicable Put Strike Price converted from U.S. Dollars into Euros using 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 Euro Exchange Rate in effect on the date which that is nine two (92) months after Business Days prior to the date that the registration statement for the registration transfer of the Issued such 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 partyconsummated. 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. In the event of a Prohibited Transfer, each Non-selling Shareholder shall have the right to Transfer to the Selling Shareholder the number of Shares equal to the number of shares each Non-selling Shareholder would have been entitled to Transfer to the transferee had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such Transfer shall be made on the following terms and conditions: (a) The Company hereby grants price per share at which the Shares are to Lender be Transferred shall be equal to the price per share paid by the purchaser in the Prohibited Transfer, provided, that if the price per share paid by the purchaser was not determined in an option (arms length transaction or no consideration was paid for the “Put Option”) Shares Transferred in the Prohibited Transfer, the price per share to sell all or any portion be paid by the Selling Shareholder for the Shares shall be the fair market value of the Issued Shares as determined by the Board of Directors of the Company or, if the Board of Directors cannot agree, as determined by an independent business valuation firm engaged by the Company to determine such fair market value. (the “Put Shares”b) to The Selling Shareholder shall also reimburse each Non-selling Shareholder and the Company for a total purchase price of $195,000any and all fees and expenses, pro-rated for any portion thereof (including legal fees and expenses, incurred in connection with 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 SharesNon-selling Shareholder’s rights under ARTICLE II, at any time during within five (5) days after receipt of a written demand for reimbursement, in cash or by other means acceptable to the earlier to occur Non-selling Shareholder or the Company as the case may be. (c) Within ninety (90) days after the later 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 dates on which the closing Non-selling Shareholder (i) received notice of the purchase Prohibited Transfer or (ii) otherwise became aware of the Put Shares shall take place (Prohibited Transfer, each Non-selling Shareholder shall, if exercising the “Put Closing Date”)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 Selling Shareholder the certificate(s) certificate or certificates representing the Put Shares (duly to be Transferred, each certificate to be properly 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 partytransfer. 6.1 Notwithstanding the foregoing(d) The Selling Shareholder shall, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction within five (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 (305) 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 after receipt of the Fundamental Transaction Noticecertificate or certificates for the Shares to be Transferred by a Non-selling Shareholder, Lender shall advise pursuant to this Section 4.2, pay 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 additionaggregate purchase price therefor, 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 Defaultas specified in Section 4.2(a), in which event the Put Price shall be added cash or by other means acceptable to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderNon-selling Shareholder. 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 (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 During the period commencing six months following the Closing and ending nine months following the Closing of this Agreement, the Purchaser hereby irrevocably grants and issues to Lender an option the Seller, from time to time and on one or more occasions, the rights and options to sell to the Purchaser (the “Put Option”"Put") up to sell all or any portion fifty percent (50%) 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 UStel Common Stock received 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 Seller pursuant to the Put Option is an Obligation secured by transaction described in this Agreement at a purchase price per share equal to the Collateral and any related guarantees under the Loan Documents, and for so long Exchange Basis Price 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 Documentsdefined in Section 3.01 hereof. Lender’s The Seller's right to exercise the Put Option shall not commence upon notice to the Purchaser received during the three-month period described in the preceding sentence. The Purchaser shall be transferred required to repurchase such UStel Common Stock as to which the Put is exercised within sixty (60) days after notice from the Seller of its exercise of the Put. Concurrent with receipt of payment in cash, the Seller shall deliver to the Purchaser a stock certificate or assigned to any third party. 6.1 certificates representing the total number of shares being put and purchased, duly endorsed in blank by the Seller or having attached thereto a stock power duly executed by Seller in proper form for transfer. Notwithstanding the foregoing, Lender if the UStel Common Stock received by the Seller pursuant to the transaction described in this Agreement has not been registered within nine months following the Closing, then the Put shall have extend to all the rightshares of UStel Common Stock received by the Seller pursuant to this Agreement. The Purchaser shall be required to repurchase such UStel Common Stock as to which the Put is exercised within sixty (60) days after notice from the Seller of its exercise of the Put. In addition, during the one-year period following the Closing hereunder, if the Purchaser registers any of its securities but not fails to include the obligationSeller's securities therein pursuant to the terms and conditions of Section 7.02 hereof, then the Put shall extend to accelerate all the shares of UStel Common Stock received by the Seller pursuant to this Agreement. The Purchaser shall be required to repurchase such UStel Common Stock as to which the Put is exercised within sixty (60) days after notice from the Seller of its exercise of the Put. In the event of any stock dividend, stock split, combination of shares, subdivision or other recapitalization of the Purchaser's securities, then the number of shares and the Exchange Basis Price shall be proportionately adjusted to take into account each of any such events, so that upon the exercise of the Put Option provided for in this Agreement, the Seller shall be entitled to put such number of shares and to receive such purchase price per share, upon a Fundamental Transaction (as defined in exercise of the Loan Agreement)Put, as follows: The Company shall send written notice it would have been entitled to do or receive after the occurrence of any such event had the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days Put been exercised immediately prior to the date occurrence of any such event. All "put" rights of the proposed consummation Seller also shall be held, in identical form, by any persons who were shareholders of the Fundamental TransactionSeller as at June 30, together 1996 (and any finders paid by the Seller in connection with this transaction) and receive distributions of 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 or any of the Fundamental Transaction NoticeShares from the Seller; provided, Lender shall advise the Company whether the Lender has elected to accelerate the exercise however, that such "put" rights may only be exercised upon one-half of the Put Option. Lender’s Shares distributed to any such person unless the Seller would be entitled to exercise its "put" rights upon all of the Shares pursuant to any provision hereof (e.g., the 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 register any Shares within one (1) year of the Put Option following an Event of Default under date hereof, the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default)failure to include any Shares in any registration statement, etc.) in which event the Put Price such person shall be added entitled to exercise 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 "put" rights upon all of the Note is converted into Common Stock pursuant Shares distributed to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatesuch person.

Put Option. The (a) At any time prior to the closing of the Initial Public Offering, (i) each Terminated Management Stockholder, (ii) each Terminated Rollover Holder and (iii) any member of the LGB Group, upon the termination of the MASA (each such holder, a “Put Holder”) shall have the right to require the Company hereby grants to Lender an option purchase all or a portion of the shares of Common Stock held by such Put Holder (such shares, “Put Shares”), at a price per share equal to the Fair Market Value of the Put Shares (the “Put Option”); provided, however, that (x) no Put Holder shall be entitled to exercise a Put Option if such exercise would cause the Attributed LGB Percentage to be equal to or exceed 94.0%; and (y) a Put Holder whose employment with the Company is terminated for Good Cause or who resigned from the Company shall not be entitled to a Put Option. For purposes of the Put Option, “Fair Market Value” shall be calculated as of the date of termination of employment (in the case of a Put Holder who is a Terminated Rollover Holder or a Terminated Management Stockholder) and as of the date of termination of the MASA (in the case of a Put Holder who is a member of the LGB Group). (b) If a Put Holder elects to exercise the Put Option, such Put Holder shall send to the Company written notice of its intention to sell all the Put Shares, which notice shall be ineffective to exercise the Put Option if not received by the Company within 30 days of termination of employment (in the case of a Put Holder who is a Terminated Rollover Holder or any portion a Terminated Management Stockholder) or 30 days of termination of the Issued Shares MASA (in the case of a Put Holder who is a member of the LGB Group). Subject to Section 5.04, the closing of the purchase shall take place at the principal office of the Company no later than the tenth business day (the “Scheduled Put SharesClosing Date”) after the later of (i) the giving of such notice by the Put Holder, or (ii) if the Fair Market Value of the Put Shares is to be determined pursuant to clause (ii) of the Company for a total purchase price definition thereof, the date of $195,000determination of Fair Market Value; provided, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised however, that with respect to any amount that Put Shares the repurchase of which is equal to prevented by the occurrence of a Deferral Event, the Company shall give the Put Holder (or less than his successor or representative, as the entire balance case may be) prompt notice of the outstanding number of Put Shares, at any time during if any, which it is able to repurchase without such repurchase resulting in a Deferral Event, and the earlier to occur Company shall repurchase such number of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing Shares on the first anniversary hereofScheduled Put Closing Date. Subject to Section 5.04, or (b) with respect to any such remaining Put Shares that the ten (10) Business Day period commencing Company was unable to purchase on the date which is nine (9) months after Scheduled Put Closing Date, the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during Company shall promptly notify the Put PeriodHolder (or his successor or representative, as the case may be) as soon as the application of Section 5.04 no longer prevents the repurchase of any such Put Shares (in whole or in part), whereupon the Put Option Holder shall terminate and shall be of no further force or effect. The Put Option shall be again have the right, exercisable by Lender’s delivery of written notice to the Company (within 60 days after the “receipt of the Company’s notice, to require the Company to purchase such Put Notice”). The Put Notice Shares; provided, however, that the purchase price with respect to such postponed repurchase shall specify be equal to the date on which the closing sum of the purchase price calculated as of the Scheduled Put Closing Date plus interest on such purchase price from the Scheduled Put Closing Date to the actual date of purchase at the Interest Rate. The foregoing procedure shall continue until all 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 were subject 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 partyDeferral Event are purchased. 6.1 Notwithstanding (c) For the foregoingpurposes of this Section 5.03, Lender shall have the right, but not the obligation, to accelerate the exercise of the (i) any Put Option upon Holder who is 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 Permitted Transferee shall be deemed an intention to decline become entitled 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 a Put Option following an Event when the initial holder of Default under shares of Common Stock held by such Put Holder becomes entitled to such Put Option and (ii) the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event Trust or any of Default), in which event the Put Price its Permitted Transferees shall be added deemed to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall have ceased to be immediately due and payable an Employee when J▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ceases to Lenderbe an Employee. 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 If, prior to the Company’s and its Affiliates’ disposition to one or more Third Parties of all of the Registrable Securities, the Acquiror ceases, for whatever reason, to be publicly traded on the Nasdaq Capital Market, the Company hereby grants shall have the option to Lender an option require that the Acquiror (the “Put Option”or any successor thereto) to sell repurchase all or any portion part of the Issued Shares remaining Registrable Securities from the Company and its Affiliates, in cash at the fair market value per share of such Registrable Securities, as determined by a third party appraiser to be selected by the Company and reasonably agreed to by the Acquiror. Such repurchase shall occur five (5) Business Days after the “Put Shares”) third party appraiser has delivered its valuation report to the Company for a total purchase price and the Acquiror; provided, that the Company may notify the Acquiror not later than two (2) Business Days after the delivery of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised valuation report that the Company has elected to terminate the Acquiror’s repurchase obligation with respect to any amount that is equal to or less than the entire balance of the outstanding Put SharesRegistrable Securities in question (such notice, 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 Cancellation Notice”). In no case shall the Company deliver a notice requiring the repurchase of any Registrable Securities more than once in any six-month period. The Put Notice Acquiror shall specify be responsible for the date on which the closing reasonable fees and documented expenses of the purchase third party appraiser except in the case of the Put Shares shall take place (the “Put Closing Date”)Company’s delivery of a Cancellation Notice, in 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 case the Company shall pay such fees and expenses. The Acquiror agrees that neither it nor any of its Affiliates shall enter into any contract, agreement, indenture or instrument that would prohibit the certificate(s) representing the Put Shares (duly endorsed for transfer repurchase transaction contemplated by Lender or accompanied by duly executed stock powers in blank) this Section 5.3(d). The Acquiror and the Company shall tender cooperate to Lender cause the Put Price third party appraisal to be completed as promptly as possible. The Acquiror will, and will cause each of its subsidiaries to, undertake diligent efforts following delivery of such appraisal report to finance the payment of the repurchase so that the repurchase price may be paid in full in cash by wire transfer when due under this paragraph. Such diligent efforts shall include, but not be limited to, pursuing private or public offerings of immediately available funds equity or debt securities, restructuring of the Acquiror’s or any subsidiary’s debt and other recapitalization, and using reasonable best efforts to an account at obtain necessary consent of any lender restricting such repurchase. In the event that, notwithstanding such diligent efforts, the Acquiror is prohibited from purchasing the Registrable Securities in cash as a bank designated by Lender. The Company and Lender acknowledge and agree that result 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 consent right of Silicon Valley Bank under the Loan DocumentsAcquiror’s loan agreements as they exist on the date hereof, 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 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 Company shall have the rightoption, but not the obligationin its sole and absolute discretion, to accelerate either (i) rescind the exercise of the Put Option upon repurchase notice for all or 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 applicable shares (including such part as would allow the Acquiror to repurchase the remaining portion), or (ii) require the Acquiror to pay the maximum portion of the price as permitted under such loan agreements, and to pay the balance of the price by issuing to the Loan Documentsapplicable holders of the Registrable Securities a subordinated promissory note in a form reasonably acceptable to Silicon Valley Bank (or its successor) (prepayable at any time, and with a maturity date of three (3) years) in principal amount equal to such portion of the price and in form and substance to be agreed upon in good faith by the Acquiror and the Company (with such note bearing 15% annual interest, compounded daily and with such interest payable monthly, or if less, the Put Option set forth hereinabovemaximum amount permitted under applicable law); provided that any, if not terminated by its in the case of such note, the applicable 15% interest (or lesser amount as permitted under applicable law) shall accrue and be payable on a monthly basis under the terms herein, of this Agreement until such time as the note becomes effective (at which time the interest shall terminatebe accrued and payable in accordance with the terms of such note).

Put Option. The Company hereby grants to Lender an option (a) In the event, and ONLY in the event, that a Triggering Event shall have occurred and is continuing, during the Put Option Period, Nixon and/or his Permitted Transfere▇▇ ▇▇all have the right and option, but not the obligation (the “"Put Option”) "), to sell cause the Purchaser and/or Blakey to redeem and repurchase, in ▇▇▇▇▇ or in part, all or any portion shares of Purchaser Common Stock owned of record by Nixon and/or his Permitted Transfere▇▇, ▇ll upon the Issued Shares (the “Put Shares”) terms and subject to the Company for a total purchase price of $195,000, pro-rated for any portion thereof conditions hereinafter set forth. (the “Put Price”). b) The Put Option may be exercised with respect by Nixon and/or his Permitted Transfere▇(▇) only in the event and to any amount the extent that a Triggering Event shall have occurred and is equal continuing. Subject 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 Periodforegoing, the Put Option shall terminate and shall may be of no further force or effect. The Put Option shall be exercisable exercised by Lender’s delivery of written notice from Nixon and/or his Permitted Transfere▇(▇) to the Company Purchaser and Blakey (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 Put ▇▇▇▇▇e shall set forth (i) the name of the Person(s) exercising such date shall be no earlier than ten Put Option, and (10ii) days but no the number of shares of Purchaser Common Stock which Nixon and/or his Permitted Transfere▇ ▇▇▇hes the Purchaser and Blakey to redeem and repurchase. (c) The Purchaser shall, not later than thirty (30) days from receipt of the Put Notice, advise Nixon or his Permitted Transferee(s) ▇▇ ▇riting (the "Put Response Letter") as to (i) the date of the Put Notice. On or before proposed closing of the redemption and repurchase of the aggregate number of shares of the Purchaser Common Stock subject to the Put Closing Option and included in the Put Notice (the "Put Securities"), which date (the "Put Effective Date") shall be not later than ten (10) days from the date the EBITDA Statement is mutually agreed to between the parties; and (ii) the method of payment of the Put Option Price for such Put Securities on the Put Effective 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 if such payment shall tender to Lender the Put Price not be in cash by wire transfer of immediately available funds funds, appropriately detailed terms of payment and reasons for the deferral. In addition, the Purchaser will on or before the date of delivery of the Put Response Letter, instruct the independent accountants engaged by the Purchaser to an account at (i) audit its financial statements, to conduct a bank designated special review and calculation of the EBITDA of the Purchaser and its consolidated Subsidiaries for the relevant Fiscal Year, and (ii) prepare and deliver the EBITDA Statement to the Purchaser and Nixon or his Permitted Transferee(s) ▇▇▇ later than 45 days from the date of the Put Response Letter. (d) Nixon and/or his Permitted Transfere▇(▇) shall have the right to review fully all work papers relating to the EBITDA Statement in order to confirm that such EBITDA Statement has been determined as provided herein. Nixon and/or his Permitted Transfere▇(▇) shall complete their review of such EBITDA Statement within thirty (30) days after such determination and related documentation have been made available for its review. If Nixon and/or his Permitted Transfere▇(▇) believe that any adjustment should be made to such EBITDA Statement in order for it be prepared in accordance with the requirements of this Agreement, Nixon and/or his Permitted Transfere▇(▇) shall give the Purchaser written notice of such adjustments. If the Purchaser agrees with the adjustments proposed by LenderNixon and/or his Permitted Transfere▇(▇), the adjustments shall be made to such EBITDA Statement. The Company If there are proposed adjustments which are disputed by the Purchaser, then the Purchaser and Lender acknowledge Nixon and/or his Permitted Transfere▇(▇) shall negotiate in good faith to resolve all disputed adjustments. If, after a period of ten (10) days following the date on which Nixon and/or his Permitted Transfere▇(▇) gives the Purchaser written notice of any proposed adjustments, any such adjustments still remain disputed, Nixon and/or his Permitted Transferee(s) and agree the Purchaser will jointly engage a nationally recognized independent accounting firm (other than the accounting firm used by the Purchaser to prepare the EBITDA Statement) (the "Independent Accountant") to resolve any remaining disputed adjustments in accordance with this Agreement, and the decision of the Independent Accountant shall be final, binding and nonappealable on the parties hereto and shall be deemed a final arbitration award that the Company’s obligation to purchase the Issued Shares from Lender is enforceable pursuant to the Put Option is an Obligation secured by terms of the Collateral Federal Arbitration Act. All fees and any related guarantees under expenses of 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 Independent Accountant incurred in connection with such resolution shall be secured by split equally between 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 partyparties. 6.1 Notwithstanding (e) The per share price which the foregoing, Lender Purchaser shall have the right, but not the obligation, be required to accelerate pay to Nixon or any of his Permitted Transf▇▇▇▇▇ upon the exercise of the Put Option upon during the Put Option Period (the "Put Option Price") shall be equal to the GREATER of (i) $1.96 per share, (ii) 100% of the Formula Value divided by the issued and outstanding shares of Purchaser Common Stock, and (iii) the arithmetic average of the closing price of a Fundamental Transaction (as defined in share of the Loan Agreement)Purchaser Common Stock, as follows: then traded on the National Association of Securities Dealers, Inc. OTC-Bulletin Board, The Company shall send written notice of Nasdaq Stock Exchange, the proposed Fundamental Transaction American Stock Exchange or any other national securities exchange, for the twenty (“Fundamental Transaction Notice”20) no later than thirty (30) consecutive trading days prior to ending on the date of last business day immediately preceding 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 closing of the Put Option. Lender’s failure Effective Date (if publicly traded at such time). (f) On each occasion that a Put Notice shall be given, the Purchaser will undertake to timely notify the Company of Lender’s intention to accelerate pay the Put Option Price for the Put Securities in cash in immediately available funds on the Put Effective Date. If, due to restrictions under applicable law or any credit agreement binding upon the Purchaser, the Purchaser shall be deemed an intention unable 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 pay all of the Put Option following an Event Price in cash, or if such payment, if made by Purchaser, would have a substantial material adverse effect on the liquidity and capital resources of Default under the Loan Documents Purchaser, then and in either such events, Blakey shall pay such unpaid portion ▇▇ ▇▇e Put Option Price in cash. (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 g) Notwithstanding anything to the Obligations under the Loan Agreement and secured by the Collateral thereundercontrary, 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 Documentsexpress or implied, contained in this Agreement, the Put Option set forth hereinabovein this Section 3.1 shall (i) terminate and be of no further force or effect after December 31, if 2004, unless previously exercised in accordance with this Section 3.1, and (ii) may not terminated be assigned or otherwise Transferred by its Nixon, except to a Permitted Transfe▇▇▇. Upon any such permitted assignment, such Permitted Transferee shall execute and deliver to the Purchaser such joinder or related agreement and undertaking to be bound by and subject to all of the terms herein, shall terminateand conditions of this Agreement.

Put Option. The Company hereby grants to Lender an option (the shall issue a “Put Option”” to each Participant (or each Participant’s Beneficiary) who receives a distribution of Company Stock if, at the time of such distribution, Company Stock is not then readily tradable on an established market, as defined in Section 409(h) of the Code and the regulations thereunder. The Put Option shall permit the Participant (or the Participant’s Beneficiary) to sell all or any portion such Company Stock at its then fair market value, as determined by the Trustee in accordance with the provisions of the Issued Shares (the “Put Shares”) Section 7.8, to the Company for a total purchase price of $195,000at any time during the sixty-day period commencing on the date the Company Stock was distributed to the Participant (or the Participant’s Beneficiary), pro-rated for any portion thereof (and, if not exercised within that period, the “Put Price”)Option will temporarily lapse. The Administrator, in its sole discretion, may extend the sixty-day period referred to in the immediately preceding sentence if such an extension is necessary in order for the Company Stock to be valued by an independent appraiser as of the applicable Accounting Date coincident with or immediately preceding the date the Company Stock was distributed to the recipient. As of the annual Accounting Date coincident with or immediately preceding the Plan Year in which such temporary lapse of the Put Option occurs, the independent appraiser shall determine the value of the Company Stock in accordance with the provisions of Section 7.8, and the Administrator shall notify each distributee who did not exercise the initial Put Option prior to its temporary lapse in the preceding Plan Year of the revised value of the Company Stock. The time during which 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 shall recommence on the date which such notice or revaluation is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective given and shall permanently terminate sixty days thereafter. The Trustee may be permitted by the SEC Company to purchase Company Stock put to the Company under a Put Option. If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Payment for Company Stock sold pursuant to a Put Option shall be exercisable by Lendermade, as determined in the discretion of the Administrator, in the following forms: (a) If a Participant’s delivery ESOP Stock Account is distributed in a total distribution (that is, a distribution within one taxable year of written notice the balance to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing credit of the purchase of the Put Shares shall take place (the “Put Closing Date”Participant’s ESOP Stock Account), which then payment for such date shall Company Stock may be no earlier than ten (10) days but no later than made with a promissory note that provides for substantially equal annual installments commencing within 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 and over a Fundamental Transaction period not exceeding five years, with interest payable at a reasonable rate (as defined in determined by the Loan Agreement)Administrator) on any unpaid installment balance, as follows: The Company shall send written notice with adequate security provided, and without penalty for any prepayment of the proposed Fundamental Transaction such installments; or (“Fundamental Transaction Notice”b) In a lump sum 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 after such Participant exercises the Put Option. Within fifteen (15) days If the Company’s charter or by-laws restrict ownership of Lender’s receipt substantially all of the Fundamental Transaction Notice, Lender shall advise outstanding Company Stock to Employees and the Trust or if the Company whether the Lender has elected to accelerate be taxed as an “S corporation” under Code Section 1361, then shares of Company Stock distributed to or for the exercise benefit of the Put Option. Lender’s failure a Participant (or his Beneficiary) must be immediately sold to timely notify the Company of Lender’s intention to accelerate in accordance with this Section and 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 Participant will not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added entitled to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lendertwo 60-day put periods. 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 Each right of eCORP Marketing to Lender an option cause NJRES to purchase services under this Section 14.2 is referred to in this Agreement as a "Put Option." (a) If the amount set forth in the Final Statement for the Valuation Period beginning April 1, 2002 and ending March 31, 2003 (the “Put Option”) "First Valuation Period"), is less than $18,000,000, as determined pursuant to sell all Section 14.1 hereof, eCORP Marketing shall have the one-time right, exercisable on or any portion before February 28, 2003, to cause NJRES to purchase for NJRES's own account and benefit available firm storage and transportation services at monthly prices defined in Exhibit B-1 so as to cause the amount of the Issued Shares projected Revenue Pool for such period to reach $18,000,000; provided, that, if eCORP Marketing does not exercise such Put Option in writing by May 30, 2002, (i) the “monthly unit prices reflected in Exhibit B-2 will used in lieu of those set forth in Exhibit B-1 and (ii) such Exhibit B-2 monthly unit prices will be adjusted, only for the First Valuation Period, as provided in Exhibit B-6. If eCORP Marketing does not exercise such Put Shares”Option in writing by February 28, 2003, such Put Option shall be deemed waived only for the First Valuation Period. (b) to If the Company for a total purchase price of $195,000, pro-rated amount set forth in the Final Statement for any portion thereof (Valuation Period after the “Put Price”)First Valuation Period is less than $22,000,000, as determined pursuant to Section 14.1 hereof, eCORP Marketing shall have the right to cause NJRES to purchase for NJRES's own account and benefit available firm storage and transportation services at monthly prices defined in Exhibit B-2 so as to cause the amount of the projected Revenue Pool for such period to reach $22,000,000. The If eCORP Marketing does not exercise its Put Option may be exercised by the preceding November 30 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 all subsequent Valuation Periods 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 First Valuation Period, the Put Option shall terminate be deemed waived only for the next following Valuation Period. (c) Upon the receipt by NJRES of an Actual Performance Certificate from eCORP Marketing certifying working gas capacity for the Stagecoach Project equal to or greater than 9.0 Bcf but less than 10.0 Bcf, Exhibit B-2 hereto will be replaced by Exhibit B-3 hereto on the following November 30 for the following and shall be all subsequent Valuation Periods. Upon the receipt by NJRES of no further force an Actual Performance Certificate from eCORP Marketing certifying working gas capacity for the Stagecoach Project equal to or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company greater than 10.0 Bcf but less than 11 Bcf, Exhibit B-2 or B-3 hereto (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 andcase may be) will be replaced by Exhibit B-4 hereto on the following November 30 for the following and all subsequent Valuation Periods. Upon the receipt by NJRES of an Actual Performance Certificate from eCORP Marketing certifying working gas capacity for the Stagecoach Project equal to or greater than 11.0 Bcf, if exercisedExhibit B-2, B-3 or B-4 hereto (as the case may be) will be replaced by Exhibit B-5 hereto on the following November 30 for the following and all subsequent Valuation Periods. As used herein, 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 term "Senior 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.mean that certain

Put Option. The (i) Upon the occurrence 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 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, (i) 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 applicable 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 (ii) 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 Purchases. (iv) Upon the occurrence and during the continuance of a Put Option Event, unless payment of the Note applicable 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 applicable 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, 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 applicable 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 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 after the “Put Option”fifth (5th) anniversary of the Funding Date, one or more Purchaser Shareholders holding twenty percent (20%) or more, in the aggregate, of the value of the then outstanding Eligible Securities (determined in accordance with Section 2(b) of this Agreement) shall have the right to sell all or any portion of such Purchaser Shareholders' Eligible Securities to DCG on the terms and conditions set forth in this Section 7, which right is sometimes referred to herein as the "Put Option." (b) Notice of an exercise of the Issued Shares Put Option (a "Put Exercise Notice") shall be in writing, specifying the “number and type of Eligible Securities covered by such Put Shares”Exercise Notice, and sent concurrently to DCG and the Company in the manner specified in this Agreement for notices generally. Within five (5) Business Days after the receipt of a Put Exercise Notice, the Company shall send a copy of the Put Exercise Notice and this Agreement to each other Purchaser Shareholder. Each such other Purchaser Shareholder shall have the right to include Eligible Securities in the put that is subject to the Put Exercise Notice, provided that the Purchaser Shareholder gives written notice to DCG and the Company for a total purchase price within twenty (20) Business Days after the Company distributes the copy of $195,000the Put Exercise Notice. The notification provided by such Purchaser Shareholder shall specify the number and type of Eligible Securities beneficially owned by such Purchaser Shareholder. Each Purchaser Shareholder that avails itself of the Put Option (collectively, pro-rated for any portion thereof (the “Put Price”)"Participating Shareholders") must put to DCG all Eligible Securities that it beneficially owns. The Put Option may not be exercised more than once in any one hundred twenty (120)-day period. By written notice to DCG and the Company delivered not later than ninety (90) days after DCG's receipt of a Put Exercise Notice, any Participating Shareholder may unilaterally withdraw all of such Participating Shareholder's Eligible Securities from the put covered by such Put Exercise Notice, and such withdrawal shall in no way prejudice such Purchaser Shareholder's right to thereafter put Eligible Securities to DCG in accordance with this Section 7. (c) The purchase price payable by DCG for the Eligible Securities shall be as follows: (i) for the Special Common, the purchase price shall be the greater of the Special Common Liquidation Preference Amount or the per share Exit Value of the Class B Common Stock; (ii) for other Common Stock and any Series B Warrant, the Common Stock shall be valued at the Exit Value per share, PROVIDED, HOWEVER, that with respect to any amount that is exercise of the Put Option after a Sale of the Company, the Exit Value of the Common Stock shall be equal to or less the "Market Value" of the Common Stock as defined in the Series B Warrants; and (iii) for the Series B Preferred Stock, the purchase price shall be the Redemption Price of the Series B Preferred Stock as specified in the Amended and Restated Charter. (d) The Exit Value shall be determined by a nationally recognized investment banking firm selected by DCG from among three firms designated by the Purchaser Shareholder that delivers the relevant Put Exercise Notice. The Company shall pay the reasonable fees and expenses of such investment banking firm. (e) The aggregate purchase price payable upon an exercise of the Put Option is referred to as the "Aggregate Purchase Price." Not later than the entire balance Settlement Date, DCG shall pay the Aggregate Purchase Price in immediately available funds to a paying agent mutually acceptable to DCG and the Purchaser Shareholder that delivered the relevant Put Exercise Notice. Upon the paying agent's receipt of the outstanding certificates representing a Participating Shareholder's Eligible Securities accompanied by one or more duly executed stock powers (which stock powers shall be guaranteed within the meaning of Section 8-312(1) of the Uniform Commercial Code), the paying agent shall release the purchase price for such Eligible Securities to the Participating Shareholder. All rights under and with respect to all Eligible Securities put to DCG by Participating Shareholders, including, without limitation, dividend and voting rights, shall transfer from the applicable Participating Shareholder to DCG as of the Settlement Date, provided only that DCG shall have placed in escrow with the paying agent the full amount of the Aggregate Purchase Price on or before such date, and a Participating Shareholder shall thereafter have no rights with respect to such Eligible Securities other than to receive the applicable purchase price therefor from the paying agent; PROVIDED, HOWEVER, that this sentence shall in no way affect any right a Participating Shareholder may have against the Company or any other Person arising out of facts or circumstances occurring prior to DCG's receipt of the Put SharesExercise Notice. (f) If, at any time during prior to the Settlement Date, (i) the Company enters into a definitive agreement for a Business Combination, (ii) DCG has entered into a binding agreement to vote in favor of such Business Combination, and (iii) the only material conditions to such Business Combination are regulatory approval and shareholder approval (for the Company and, if applicable, the acquiror), then the Settlement Date shall be extended until the earlier to occur of the following Put Option exercise periods (the “Put Period”): (ax) the ten three hundred sixtieth (10360th) day after DCG receives the Put Exercise Notice or (y) the tenth (10th) Business Day period commencing after termination of such definitive agreement. In no event, shall the Settlement Date be extended beyond the three hundred sixtieth (360th) day after the DCG receives the Put Exercise Notice. (g) If DCG fails to deliver the Aggregate Purchase Price to the paying agent on or before the Settlement Date, DCG shall deliver, as liquidated damages, a ratable portion of the "Liquidated Damages Settlement" (as defined herein) to the Participating Shareholders. The Liquidated Damages Settlement means cash or Common Stock, as determined by the Participating Shareholders entitled to a majority of the Aggregate Purchase Price, which Liquidated Damages Settlement shall have an aggregate value equal to the percentage of $10 million that the Aggregate Purchase Price represents to the Aggregate Purchase Price that DCG would have been obligated to pay if all Eligible Securities outstanding on the first anniversary hereofSettlement Date were then put to DCG at that time. For purposes of the Liquidated Damages Settlement, the Class B Common Stock shall be valued at "Market Value" as defined in the Series B Warrants. Notice of the Participating Shareholders' election to receive the Liquidated Damages Settlement in cash or stock (the "Settlement Notice") shall be in writing and, subject to the next following sentence, may be delivered by the Participating Shareholder at any time, whether prior to, on or after the applicable Settlement Date. The Settlement Notice shall be given not later than twenty (20) Business Days after DCG notifies the Participating Shareholders in writing that it will not deliver the Aggregate Purchase Price to the paying agent on or before the Settlement Date. On or before the later of (x) three (3) Business Days after receipt of the Settlement Notice or (by) the ten Settlement Date, DCG shall deliver the Liquidated Damages Settlement to a paying agent reasonably acceptable to DCG and the Participating Shareholder that delivered the Put Exercise Notice. If DCG satisfies its obligations under the immediately preceding sentence, the Liquidated Damages Settlement shall be the Participating Shareholders' sole and exclusive remedy for DCG's breach of its obligations under this Section 7, and in all other circumstances involving DCG's failure to deliver the Aggregate Purchase Price to the paying agent on or before the Settlement Date, DCG shall be liable to the Participating Shareholders for all reasonable fees and expenses of the Participating Shareholders (10including, without limitation, legal, accounting and consulting fees) Business Day period commencing incurred in connection with the enforcement of this provision of this Section 7(g), as well as any damages incurred by the Participating Shareholders as a consequence of DCG's failure to deliver the Liquidated Damages Settlement on a timely basis. (h) The Company agrees that, at the request of any Participating Shareholder, the Company shall exchange shares of non-voting Class C Common Stock for Class B Common Stock contemporaneously with the Settlement Date. (i) Each DCG Shareholder agrees, severally but not jointly, that such Person shall not take any action, whether in such Person's capacity as a director or shareholder of the General Partner, a limited partner of the Partnership or a shareholder of the Company, that reasonably could be expected to adversely affect or delay any matter approved by a majority of the directors of the General Partner in connection with any exercise of the Put Option, including, without limitation, any matter pertaining to the Liquidated Damages Settlement. (j) The Put Option shall terminate under the following circumstances, whether occurring prior to or after DCG's receipt of a Put Exercise Notice: (A) upon the completion of a Qualified Offering prior to the Settlement Date, or (B) following a Sale of the Company, with respect to any Purchaser Shareholder upon the later of (I) such date which is nine as the Purchaser Shareholder shall have Transferred, in the aggregate, in one or more Transfers, fifty percent (950.0%) months after or more of the date Eligible Securities that such Purchaser Shareholder (together with its predecessors in interest) owned immediately following the Sale of the Company, (II) the Eligible Securities received as a consequence of the Sale of the Company have been registered under the Securities Act of 1933, as amended (the "Securities Act"), unless the issuance of such Eligible Securities was exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(10) thereof (or any successor provision), and (III) the Eligible Securities received as a consequence of the Sale of the Company are freely transferable and not subject to any lock-up or other legal or contractual restrictions that the Purchaser Shareholder has entered into at the request of the Company or that have been imposed by any governmental authority in connection with the Business Combination constituting the Sale of the Company or otherwise; PROVIDED, HOWEVER, that a requirement that the Eligible Securities be sold in accordance with the terms of Rule 145 under the Securities Act shall not be deemed to be a restriction for purposes of this clause (III) as to any Purchaser Shareholder that would be permitted under Rule 145 to sell all of such Purchaser Shareholder's Eligible Securities in a single transaction without an effective registration statement for under the registration Securities Act; or (C) with respect to any Purchaser Shareholder, if such Purchaser Shareholder Transfers, other than in a Section 4 Transfer or a Section 5 Transfer, Voting Securities constituting Eligible Securities to a transferee that does not become a Purchaser Shareholder within the meaning of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodthis Agreement, the Put Option shall terminate immediately as to that Purchaser Shareholder and such transferee. Notwithstanding any other provision of this Agreement, a distribution of Eligible Securities by a Purchaser Shareholder to any of its partners shall be a Transfer within the meaning of no further force clause (B)(I) of this subsection, whether or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company not such partner is a Purchaser Assignee. (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 (10k) 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 So long as the Put Option is outstanding andremains in effect, if exercisedeach Purchaser Shareholder shall give DCG notice of any Transfer of Eligible Securities, which notice shall specify each type and number of Eligible Securities transferred, the Put Price is not yet tenderedname of the transferee, 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 effective 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 Transfer and 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 Optionsuch transferee is a Purchaser Assignee. 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 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 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 9.06 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 Global Registered 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. (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 One Million Six Hundred Fourteen Dollars ($195,0001,614,000), 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. The Company hereby grants (a) Subject 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 SharesSection 3.1 hereof, at any time during on and from the earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to occur time, including by electronic mail in accordance with clause 5.4 below or otherwise) and (2) the occurrence of a ▇▇▇▇▇▇ Insolvency Event, until the following date falling 30 months from the Original Put Option exercise periods Date (the “Put Option 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 Holder shall have the right (such right, the “Option”), but not the obligation, to accelerate exercise an option to sell to the exercise Purchaser the Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Exchange Shares (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of each of the following: (i) ownership of all Exchange Shares provided to the Osprey Parties and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option upon a Fundamental Transaction Date; (ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the Original Put Option Date, and (iii) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Exchange Agreement relating thereto in each case as defined in adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the Loan Agreement)number of Exchange Shares, as follows: The Company shall send written notice of Conversion Securities or conversion rights, (the proposed Fundamental Transaction (above, the “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 Option Interests” and the Put Option. Within fifteen (15) days of Lender’s receipt of Exercise Percentage thereof being, 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 “Exercised 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 DefaultInterests”), in which event each case, for the Option Exercise Price. (b) The Put Exercise Percentage set out in each Exercise Notice shall not exceed 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 LenderExercise Percentage Cap. 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 pursuant 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 Loan Documentstransaction described in the Change of Control Notice, the Put Option set forth hereinaboveterms of the proposed transaction change materially, if not terminated by its terms herein, the Company shall terminateprovide PRF a new Change of Control Notice.

Put Option. The Company hereby grants to Lender an option (a) At any time following the fifth anniversary of ---------- the date hereof, each Owner (the “Put Option”"Exercising Owner") to sell all or any portion of shall have the Issued Shares right, ---------------- exercisable by written notice (the “"Put Shares”Notice") to the Company for a total purchase price of $195,000, pro-rated for any portion thereof other Owner (the “---------- "Receiving Owner") and the Company, to sell all, but not less than all, of its ---------------- Interest to the Company. Within thirty (30) days of receipt of the Put Price”)Notice, each Owner shall cause an investment banking firm selected by it to undertake, complete and submit to the other Owner and to the Company a valuation of the Exercising Owner's Interest. The Put Option Each Owner shall cooperate, and cause the Company to cooperate, with such investment banking firms, with such cooperation to include the provision of such financial statements and other documentation as may be exercised reasonably required, in connection 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 such valuations. (b) Each investment banking firm shall value the ten Exercising Owner's Interest according to the following formula: "enterprise value" of the Company, minus all indebtedness of the Company (10) Business Day period commencing including undistributed amounts to which any Owner is entitled pursuant to Section 4.7(b)(iv)), multiplied by the Percentage Interest of the Exercising Owner, the product of which shall then be increased by any unpaid amount to which the Exercising Owner is entitled under Section 4.7(b)(iv). In establishing the value of the Exercising Owner's Interest, each investment banking firm may determine whether it is appropriate to take into account any minority interest discount or control premium and adjust its value of the Exercising Owner's Interest based on such determination. Notwithstanding the date which is nine (9) months after foregoing, the date parties agree that the registration statement for the registration investment banking firms shall not utilize a minority discount in excess of the Issued Shares is declared effective percentages set forth in the following table: DURING THE YEAR FOLLOWING THE INDICATED MINORITY DISCOUNT ANNIVERSARY OF THE DATE HEREOF ----------------- ------------------------------ 25% 5 20% 6 15% 7 10% 8 0% thereafter (c) If the higher valuation prepared by the SEC . If two investment banking firms is not exercised during higher than 110% of the Put Periodlower valuation, the Put Option Exercising Owner shall, and the Receiving Owner and the Exercising Owner shall terminate cause the Company to, within fourteen (14) days of submission of the two valuations, execute such documents and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice instruments as are reasonably required to cause the purchase and sale to the Company (of the “Put Notice”)Exercising Owner's Interest at a purchase price equal to the average of the two valuations. The Put Notice shall specify the date on which the closing of the such purchase of the Put Shares and sale shall take place as soon as practicable, but in any event within seventy-five (75) days after execution of such documents and instruments. At the “Put Closing Date”)closing, which such date the Exercising Owner shall be no earlier transfer its Interest to the Company free and clear of any and all encumbrances. (d) If the higher valuation prepared by the two investment banking firms is higher than 110% of the lower valuation, the Exercising Owner and the Receiving Owner shall jointly select a third investment banking firm to value the Exercising Owner's Interest. If the parties cannot agree on a third investment banking firm within ten (10) days but no later than of receipt by them of the two valuations, the third investment banking firm shall be ▇.▇. ▇▇▇▇▇▇ unless ▇.▇. ▇▇▇▇▇▇ shall have performed any investment banking services for either Owner during the immediately preceding two-year period, in which case the party for which ▇.▇. ▇▇▇▇▇▇ has not provided any such service shall select the third investment banking firm which shall not have provided any investment banking services to either Owner during such two-year period. Such third investment banking firm shall have thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to complete and submit to each Owner and to the Company its valuation of the certificate(s) representing Exercising Owner's Interest, which valuation shall be based on the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers formula set forth in blankSection 8.3(b) and shall, if within the range of the first two valuations, be binding on each Owner and on the Company. If such valuation is not within the range of the first two valuations, the valuation that is closest to that submitted by such third investment banking firm shall be binding on each Owner and the Company. Within fourteen (14) days of submission of such binding valuation, the Exercising Owner shall execute, and the Receiving Owner and the Exercising Owner shall cause the Company to execute, such documents and instruments as are reasonably required to cause the purchase and sale of the Exercising Owner's Interest at a purchase price equal to such final valuation. The closing of such purchase and sale shall take place as soon as practicable but in any event within seventy-five (75) days after execution of such documents and instruments. At the closing, the Exercising Owner shall transfer its Interest to the Company free and clear of any and all encumbrances. The Company shall pay the fees and expenses of each investment banking firm described in this Section 8.3(d). (e) Notwithstanding the foregoing provisions of this Section 8.3, the Company's obligation to purchase, and the Receiving Owner's obligation to cause the Company to purchase, the Exercising Owner's Interest in the Company shall tender be conditioned on the Company financing the purchase of the Exercising Owner's Interest from a third party lender while maintaining or obtaining, as appropriate, a rating of not less than a B rating by either Standard and Poors or ▇▇▇▇▇'▇ or their successor rating agencies on its outstanding unsecured subordinated indebtedness after giving effect to Lender the Put Price in cash purchase of the Exercising Owner's Interest. (f) In connection with the exercise by wire transfer an Owner of immediately available funds its right to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that sell its Interest to the Company’s obligation to purchase , the Issued Shares from Lender pursuant to Exercising Owner shall reimburse the Put Option is an Obligation secured Company for twenty-five percent (25%) of the following expenses actually incurred by the Collateral and any related guarantees under Company to third parties in connection with refinancing the Loan Documents, and for so long as the Put Option is then 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 principal amount of the Put Option upon a Fundamental Transaction Company Financing only and no increases thereof (as defined the "Original Principal Amount"): (i) reasonable legal, accounting and printing -------------------------- fees; (ii) pre-payment premiums and penalties payable in the Loan Agreement), as follows: The Company shall send written notice respect of the proposed Fundamental Transaction Original Principal Amount; (“Fundamental Transaction Notice”iii) no later than thirty (30) days the net present value of increased interest costs on the Original Principal Amount for the periods prior to the date scheduled maturity of the proposed consummation Original Principal Amount taking into account scheduled amortization 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 Original Principal Amount and of the Fundamental Transaction Noticerefinanced debt, Lender shall advise the Company whether the Lender has elected to accelerate the exercise which increased costs are incurred as a result of an increase in interest rates; (iv) commitment or origination fees; and (v) any reimbursable expenses 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 Optionlenders. 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 (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 and Discount Debentures, 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 and Discount Debentures 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 and Discount Debentures 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 and Discount Debentures have been held pursuant to the calculations set forth in the letter agreement (the “Put Option”"Letter Agreement") among the Ardshiel Affiliates and GEIPPPII, dated as of the date hereof, and GEIPPPII is permitted by applicable law and regulation to sell but refuses to sell or dispose of such Equity Securities and Discount Debentures on such terms as set forth in the Ardshiel Proposal, each of the Ardshiel Affiliates shall have the right (the "PUT RIGHT") to sell all or cause GEIPPPII to purchase the Ardshiel Stockholders' interests in any portion Equity Securities and Discount Debentures (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 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 Three Hundred Forty-Six Thousand Eight Hundred Eight Hundred Dollars ($346,800). 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 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 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 LenderMCS. 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 by (i) the Fundamental TransactionCoinmach Board without Cause or (ii) Executive for Good Reason, together with MCS shall have the right to require that Holdings repurchase all relevant information relating theretoUnits of each class of Executive Units held by MCS pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"); provided, however, that Holdings shall only be obligated to repurchase MCS's Executive 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 MCS's Executive 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 Executive 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, 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 At any time after the date which is the second anniversary of the Effective Time and extending until the date that is 180th calendar day after such second anniversary date (such period, the “Put Exercise Period”), each of the Company hereby grants to Lender an option Stockholders, in his individual and sole discretion, shall have a right (the “Put Option”) to sell all require Parent to purchase such number of shares to the right of each Company Stockholder’s name under Column IV titled “Maximum Number of Put Option Shares” in the table set forth in Exhibit A attached hereto, that were originally issued to such Company Stockholder under this Agreement and still owned by such Company Stockholder (whether held by such Company Stockholder or any portion held by a brokerage in book entry form on behalf of such Company Stockholder) as of the Issued Shares Put Date (such remaining Parent Common Stock, 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 the Company Stockholders 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 Company Stockholder’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 delivering a written notice to the Company (the “Put Notice”). The Put Notice shall specify ) to Parent instructing Parent to purchase the date on which the closing number of the purchase of the Company Stockholder’s Put Option Shares shall take place specified in such notice (the “Exercised Put Closing Option Shares”) on the Put Date”). On the Put Date, which (i) such date Company Stockholder shall be no earlier than ten (10a) days but no later than thirty (30) days from the date tender all of the share certificates evidencing the Exercised Put Notice. On or before the Put Closing DateOption Shares then held by such Company Stockholder, 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 blankduly executed, (b) if such Company Stockholder 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 Parent to indemnify Parent against any claim that may be made against Parent 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 Exercised Put Option Shares are then held by a brokerage in book-entry form on behalf of such Company Stockholder, transfer ownership to Parent of such Put Option Shares then held by such Company Stockholder in book-entry form by means of a book-entry transfer of such Put Option Shares to an account maintained by Parent at the Parent’s transfer agent and/or with The Depository Trust Company, and (ii) Parent shall tender to Lender such Company Stockholder the Put Option Purchase Price in cash for such Exercised Put Option Shares by wire transfer of immediately available funds to in 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 equal to the Put Option is an Obligation secured Purchase Price pursuant to the wiring instructions provided by the Collateral and any related guarantees under the Loan Documents, and for so long as such Company Stockholder in the Put Notice. Delivery of the Exercised Put Option is outstanding andShares (or the Affidavit, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral applicable) 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 tender of the Put Option upon Purchase Price shall each be deemed to be conditions precedent to the other. For purposes hereof, the “Put Option Purchase Price” with respect to a Fundamental Transaction Company Stockholder’s Put Option Shares shall be equal to the product obtained by multiplying: (as defined A) the quotient obtained by dividing (x) One Million Dollars ($1,000,000) by (y) One Million Four Hundred Seventy Eight Thousand Eight Hundred Thirty Six (1,478,836), and (B) the Exercised Put Option Shares. For purposes of this Section 2.10, the number of Put Option Shares shall be proportionally adjusted in the Loan Agreement)event of any reclassification, stock splits or reverse splits, stock dividends or similar events, as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days case may be, with respect to the Parent Common Stock during the period from the Closing Date through the date immediately prior to the date Put Date. For purposes of this Section 2.10, the proposed consummation of the Fundamental Transaction“Put Date” shall mean, together with all relevant information relating thereto, in form sufficient respect to enable Lender to make an informed decision as to whether it should accelerate a Company Stockholder exercising the Put Option. Within fifteen (15) days of Lender’s receipt , the Business Day specified in the Put Notice delivered by such Company Stockholder on which the purchase of the Fundamental Transaction NoticeExercised Put Option Shares by Parent will occur, Lender which date shall advise be no less than 5 Business Days after the Company whether the Lender has elected to accelerate the exercise of date on which the Put OptionNotice is delivered to Parent and no more than 10 Business Days after the date on which the Put Notice is delivered to Parent. Lender’s failure Notwithstanding anything contained in this Section 2.10 to timely notify the Company of Lender’s intention contrary, Parent shall be under no obligation to accelerate tender the Put Option Purchase Price to any Company Stockholder that delivers a Put Notice to the Parent during the Put Exercise Period if for a period of ninety (90) consecutive Trading Days prior to the Put Date specified in the Put Notice (the “90 Day Period”): (X) the Closing Sale Price of each share Parent Common Stock is at least $0.88 per share; and (Y) the average daily trading volume of the Parent Common Stock, as reported on Bloomberg or the OTC Pink marketplace operated by the OTC Markets Group Inc., shall be deemed an intention at least 50,000 shares per Trading Day (both of which being subject to decline to accelerate appropriate adjustment in the Put Option. 6.2 In additionevent of any reclassification, notwithstanding stock splits or reverse splits, stock dividends or similar events, as the foregoingcase may be, 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 with respect to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderParent Common Stock). 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 In the event that the Employee is terminated without cause, resigns as an employee of the Employer, is terminated by the Employer as a result of mental or physical incapacity, illness or disability as provided in Paragraph 12(a) or dies, then the Employer shall grant the Employee or his estate, as the case may be, an option (the “"Put Option”") to sell all or any portion of the Issued Shares (shares of stock, shares of vested restricted stock and vested stock options owned by the “Put Shares”) Employee to the Company for a total purchase price Employer in accordance with the provisions of $195,000, pro-rated for any portion thereof (the “Put Price”)this Paragraph. The Put Option may be exercised with respect to any amount that is equal to Employee or less than the entire balance of the outstanding Put Shareshis estate, 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 andcase may be, if exercised, shall have 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 by giving written notice to the Employer within 180 days after the Employee ceases being employed by the Employer specifying the number of shares of stock, vested restricted stock and vested stock options being tendered. The Employer shall, within 20 business days after receiving the notice of exercise, purchase each tendered share of stock at a price per share (the "Per Share Purchase Price") equal to (i) if the Employer's stock is listed and traded on a securities exchange, the price per share equal to the average closing price over the 15 trading days preceding the date the stock is tendered pursuant to this provision, (ii) if the Employer's stock is not listed and traded on a securities exchange, the price per share equal to the price per share of a third-party, arms' length sale of stock of the Employer, in similar quantities, during the six-month period immediately preceding the tender, or (iii) if the price cannot be transferred determined pursuant to (i) or assigned (ii) above, the fair market value as determined by an appraiser mutually acceptable to any third party. 6.1 Notwithstanding the foregoing, Lender shall have parties. If the right, but not the obligation, parties are unable to accelerate the exercise of the Put Option agree upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written mutually acceptable appraiser within ten days after notice is given of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior tender, the matter shall be submitted to binding arbitration by the American Arbitration Association who shall appoint one arbitrator pursuant to the date Rules of Commercial Arbitration within seven days after submission and said arbitrator shall determine the fair market value of the proposed consummation tendered shares by utilizing a nationally recognized, reputable investment banking firm. The determination of fair market value must be completed within 30 days after the appointment of an arbitrator and the arbitrator's findings shall be final. The proceedings shall take place in Miami, Florida in the English language and each party shall pay one-half the cost 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 proceedings and the Put Optionappraisal. 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 foregoingEmployer shall, Lender shall have within 20 business days after receiving the rightnotice of exercise, but not purchase each tendered, vested stock option at a price equal to the obligation, to accelerate Per Share Purchase Price less 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 Lenderprice for such tendered stock option. 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 (i) In the event that a Put Option Event shall occur at any time during the period from the Effective Date to Lender an option and including the end of the Term, each Purchaser shall have the right, but not the obligation (the “Put Option”), exercisable within sixty (60) to sell all or any portion days after the earlier of the Issued Shares occurrence of a Put Option Event or such Purchaser’s receipt of written notice from the Company of a Put Option Event (the a “Put SharesOption Trigger”) to require the Company for to repurchase from such Purchaser its Assigned Interests at the Put/Call Price; provided that during the occurrence and continuation of (x) a total purchase price Bankruptcy Event or (y) a Put Option Event described in clause (d)(i) of $195,000, pro-rated for any portion the definition thereof (the each, an “Automatic Put PriceOption Trigger”), each Purchaser shall be deemed to have automatically and simultaneously elected to have the Company repurchase from such Purchaser the Assigned Interests for the Put/Call Price in cash and the Put/Call Price shall be immediately due and payable without any further action or notice by any Party. The In the event a Purchaser elects to exercise its Put Option may be exercised with respect (other than 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 an Automatic Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofTrigger), 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 such Purchaser 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 which date shall be forty-five (45) days from the Put Option Trigger (or such earlier date as such Purchaser and the Company may agree, 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 from the date of the Put NoticeOption Trigger. 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 the Put applicable Purchaser the 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 Lendersuch Purchaser. (ii) For the avoidance of doubt, the Put/Call Price shall automatically be due and payable upon an Automatic Put Option Trigger, as if such payments (each, an “Automatic Put Payment”) were voluntarily prepaid and shall constitute part of the 4895-2136-9357 v.12 Obligations, whether due to acceleration pursuant to the terms of this agreement, by operation of Law or otherwise (including, without limitation, on account of any bankruptcy filing), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Purchasers or profits lost by the Purchasers as a result of such acceleration, and by mutual agreement of the Parties as to a reasonable estimation and calculation of the lost profits or damages of the Purchasers as a result thereof. Any Automatic Put Payment under Section 5.05(a)(i) above shall be presumed to be the liquidated damages sustained by each Purchaser as the result of the early termination, acceleration or prepayment and the Company agrees that such Automatic Put Payments are reasonable under the circumstances currently existing. In the event an Automatic Put Payment is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, despite an Automatic Put Option Trigger having occurred, such Automatic Put Payment shall nonetheless constitute Obligations under this Agreement for all purposes hereunder. The Company hereby waives the provisions of any present or future statute or Law that prohibits or may prohibit the collection of the prepayment fee and Lender any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. The Company, the Administrative Agent and the Purchasers acknowledge and agree that any Automatic Put Payment due and payable in accordance with this Agreement shall not constitute unmatured interest, whether under Section 5.02(b)(3) of the Bankruptcy Code or otherwise. The Company further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The Company expressly agrees that (i) the Automatic Put Payments are reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) any Automatic Put Payment shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Purchasers and the Company giving specific consideration in this transaction for such agreement to pay the Automatic Put Payment, (iv) the Company shall be estopped hereafter from claiming differently than as agreed to in this Section 5.05(a), (v) the Company’s obligation agreement to purchase the Issued Shares from Lender pursuant pay any Automatic Put Payment is a material inducement to the Put Option is an Obligation secured by Purchasers to fund the Collateral and any related guarantees under the Loan DocumentsPurchase Price, 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 (a) In the event, and ONLY in the event, that a Triggering Event shall have occurred and is continuing, during the Put Option Period, Nixon and/or his Permitted Transferees shall have the right and opti▇▇, ▇ut not the obligation (the “"Put Option”"), to cause the Purchaser and/or Blakey to redeem and repurchase, in whole or in part, all shares of ▇▇▇▇▇▇ser Common Stock owned of record by Nixon and/or his Permitted Transferees, all upon the terms and subje▇▇ ▇▇ the conditions hereinafter set forth. (b) 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 by Nixon and/or his Permitted Transferee(s) only in the event and to any amount th▇ ▇▇▇ent that a Triggering Event shall have occurred and is equal continuing. Subject 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 Periodforegoing, the Put Option shall terminate and shall may be of no further force or effect. The Put Option shall be exercisable exercised by Lender’s delivery of written notice from Nixon and/or his Permitted Transferee(s) to the Company Purchaser and Blakey (the “▇▇▇ "Put Notice”"). The , which Put Notice shall specify set forth (i) the date on ▇▇▇▇ ▇f the Person(s) exercising such Put Option, and (ii) the number of shares of Purchaser Common Stock which Nixon and/or his Permitted Transferee wishes the closing of the purchase of the Put Shares shall take place Purchaser and Blake▇ ▇▇ redeem and repurchase. (the “Put Closing Date”)c) The Purchaser shal▇, which such date shall be no earlier than ten (10) days but no ▇▇▇ later than thirty (30) days from receipt of the Put Notice, advise Nixon or his Permitted Transferee(s) in writing (the "Put Response L▇▇▇▇▇") as to (i) the date of the Put Notice. On or before proposed closing of the redemption and repurchase of the aggregate number of shares of the Purchaser Common Stock subject to the Put Closing Option and included in the Put Notice (the "Put Securities"), which date (the "Put Effective Date") shall be not later than ten (10) days from the date the EBITDA Statement is mutually agreed to between the parties; and (ii) the method of payment of the Put Option Price for such Put Securities on the Put Effective 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 if such payment shall tender to Lender the Put Price not be in cash by wire transfer of immediately available funds funds, appropriately detailed terms of payment and reasons for the deferral. In addition, the Purchaser will on or before the date of delivery of the Put Response Letter, instruct the independent accountants engaged by the Purchaser to an account at (i) audit its financial statements, to conduct a bank designated by Lender. The Company special review and Lender acknowledge calculation of the EBITDA of the Purchaser and agree that its consolidated Subsidiaries for the Company’s obligation to purchase relevant Fiscal Year, and (ii) prepare and deliver the Issued Shares from Lender pursuant EBITDA Statement to the Put Option is an Obligation secured by Purchaser and Nixon or his Permitted Transferee(s) not later than 45 days from the Collateral and any related guarantees under the Loan Documents, and for so long as ▇▇▇▇ of 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 partyResponse Letter. 6.1 Notwithstanding the foregoing, Lender (d) Nixon and/or his Permitted Transferee(s) shall have the right, but not right to rev▇▇▇ ▇ully all work papers relating to the obligation, EBITDA Statement in order to accelerate the exercise of the Put Option upon a Fundamental Transaction (confirm that such EBITDA Statement has been determined as defined in the Loan Agreement), as follows: The Company provided herein. Nixon and/or his Permitted Transferee(s) shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than complete their review ▇▇ ▇uch EBITDA Statement within thirty (30) days prior after such determination and related documentation have been made available for its review. If Nixon and/or his Permitted Transferee(s) believe that any adjustment ▇▇▇▇ld be made to such EBITDA Statement in order for it be prepared in accordance with the requirements of this Agreement, Nixon and/or his Permitted Transferee(s) shall give the Purchaser wr▇▇▇▇▇ notice of such adjustments. If the Purchaser agrees with the adjustments proposed by Nixon and/or his Permitted Transferee(s), the adjustments shall be m▇▇▇ ▇o such EBITDA Statement. If there are proposed adjustments which are disputed by the Purchaser, then the Purchaser and Nixon and/or his Permi▇▇▇▇ Transferee(s) shall negotiate in good faith to resolve all disputed adjustments. If, after a period of ten (10) days following the date on which Nixon and/or his Permitted Transferee(s) gives the Purchaser written ▇▇▇▇ce of any proposed adjustments, any such adjustments still remain disputed, Nixon and/or his Permitted Transferee(s) and the Purchaser will join▇▇▇ ▇ngage a nationally recognized independent accounting firm (other than the accounting firm used by the Purchaser to prepare the EBITDA Statement) (the "Independent Accountant") to resolve any remaining disputed adjustments in accordance with this Agreement, and the decision of the Independent Accountant shall be final, binding and nonappealable on the parties hereto and shall be deemed a final arbitration award that is enforceable pursuant to the date terms of the proposed consummation Federal Arbitration Act. All fees and expenses of the Fundamental Transaction, together Independent Accountant incurred in connection with all relevant information relating thereto, in form sufficient such resolution shall be split equally between the parties. (e) The per share price which the Purchaser shall be required to enable Lender pay to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days Nixon or any of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate his Permitted Transferees upon the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate P▇▇ ▇▇tion during the Put Option Period (the "Put Option Price") shall be deemed an intention equal to decline to accelerate the GREATER of (i) $1.96 per share, (ii) 100% of the Formula Value divided by the issued and outstanding shares of Purchaser Common Stock, and (iii) the arithmetic average of the closing price of a share of the Purchaser Common Stock, as then traded on the National Association of Securities Dealers, Inc. OTC-Bulletin Board, The Nasdaq Stock Exchange, the American Stock Exchange or any other national securities exchange, for the twenty (20) consecutive trading days ending on the last business day immediately preceding the closing of the Put OptionEffective Date (if publicly traded at such time). 6.2 In addition(f) On each occasion that a Put Notice shall be given, notwithstanding the foregoingPurchaser will undertake to pay the Put Option Price for the Put Securities in cash in immediately available funds on the Put Effective Date. If, Lender due to restrictions under applicable law or any credit agreement binding upon the Purchaser, the Purchaser shall have the right, but not the obligation, be unable to accelerate the exercise pay all of the Put Option following an Event Price in cash, or if such payment, if made by Purchaser, would have a substantial material adverse effect on the liquidity and capital resources of Default under the Loan Documents (which acceleration right Purchaser, then and in either such events, Blakey 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 pay such unpaid portion of the Note is converted into Common Stock pursuant Put Option Price in cash. (g) Notwithstanding anything to the Loan Documentscontrary, express or implied, contained in this Agreement, the Put Option set forth hereinabovein this Section 3.1 shall (i) terminate and be of no further force or effect after December 31, if 2004, unless previously exercised in accordance with this Section 3.1, and (ii) may not terminated be assigned or otherwise Transferred by its Nixon, except to a Permitted Transferee. Upon any such permitted ass▇▇▇▇▇nt, such Permitted Transferee shall execute and deliver to the Purchaser such joinder or related agreement and undertaking to be bound by and subject to all of the terms herein, shall terminateand conditions of this Agreement.

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) On December 31, 1999 (the ten "Put Date"), the Company shall have the right (10the "Put Right") 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 to require that the registration statement for the registration Purchaser repurchase all (but not less than all) of the Issued Shares is declared effective Transferred UPC Securities then owned 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”Option") at a purchase price equal to the product of thirty percent (30%) multiplied by the aggregate Exchange Amount of all Transferred UPC Securities being repurchased on the Put Date (the "Put Price"). The Put Notice Company shall specify the date on which the closing of the purchase of be entitled to exercise the Put Shares shall take place Right by delivering to the Purchaser a written notice specifying (i) the “aggregate Transferred UPC Securities then owned by the Company and to be purchased under the Put Closing Date”)Option, which such date shall be no (ii) the aggregate Put Price, and (iii) the date, not earlier than ten (10) days but no not later than thirty (30) days from after the Put Date, on which the Put Option shall be exercised (the "Put Exercise Date"). Notwithstanding the Put Price as stated above, if during the period commencing on the first anniversary of the Closing Date and ending on the date immediately preceding the Put Date (the "Testing Period"), the average Closing Bid Price of the Put Notice. On Common Stock for each Trading Day during the Testing Period equals or before exceeds $7.50 (as adjusted for any events specified in Paragraph VI C. of the Series B Certificate of Designation), then the Put Closing DatePrice shall be equal to one hundred percent (100%) of the Exchange Amount of the Transferred UPC Securities then owned by the Company and to be purchased by the Purchaser under the Put Option. Notwithstanding anything to the contrary herein, Lender will the Purchaser shall not be required to repurchase any Transferred UPC Securities if (x) there shall exist any Lien thereon, (y) the terms, rights, preferences and obligations of such Transferred UPC Securities have been amended, altered or modified in any manner after the date hereof, without the prior written consent of the Purchaser, which consent may be withheld in the sole discretion of the Purchaser or (z) any Event of Default shall then exist under the Option Agreement. (b) Assuming the Company has properly exercised the Put Right and the Purchaser is required to repurchase the Transferred UPC Securities then owned by the Company pursuant to subsection (a) above, on the Put Exercise Date (i) the Company shall deliver to the Purchaser the Transferred UPC Securities, properly endorsed, subject to the Put Option, and (ii) the Purchaser shall deliver to the Company the certificate(sapplicable Put Price, at the sole and exclusive option of the Purchaser, either (x) representing in immediately available funds, (y) in exchange for the Put Shares assignment to the Company of the Convertible Instruments issued under either the Option Agreement and/or the Securities Purchase Agreement dated the date of the Option Agreement and attached thereto (duly endorsed for transfer or a combination of such Convertible Instruments, as such terms are defined therein, as selected by Lender the Purchaser) (collectively, the "Touch Tone Securities") or accompanied by duly executed stock powers (z) in blankany combination of the items specified in (x) and (y) above; provided, that the Company Purchaser shall tender not be authorized to Lender pay all or any portion of 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 Touch Tone Securities if there shall exist any Lien thereon created by the Collateral and any related guarantees under Purchaser after 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 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 (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 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 from and 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 this Agreement was executed through December 31, 1998, Consultant shall have a "put option" with respect to all shares of the purchase Company's Class A Common Stock which are directly owned by him on the date this Agreement was executed. In order to exercise such option, which exercise may, in Consultant's sole discretion, apply to any or all of such shares, Consultant shall provide the Secretary 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 with 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 least five days' prior written notice of his intent to exercise such option. Such notice shall include the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date identification of the proposed consummation of shares to which 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 put option 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 thereunderrelates, and shall be immediately due accompanied by the certificates for the shares with respect to which the exercise relates duly endorsed for transfer, free and payable clear of any liens or encumbrances. Consultant represents and warrants that all shares with respect to Lender. 6.3 If which Consultant exercises his put option rights under this Section 15 shall be free and clear of all liens and encumbrances and Consultant shall indemnify and hold the Company harmless from any portion damages incurred by the Company as a result of any breach by Consultant of such representation and warranty. All shares of Class A Common Stock which are the subject of a put exercise notice hereunder shall be purchased by the Company (or an entity or person designated by the Company), for cash, within five business days alter its receipt of Consultant's notice of exercise and the shares with respect to which the exercise relates, at a price per share equal to the closing price of such shares on the last trading day prior to the Company's receipt of such notice on the principal securities exchange on which such shares are traded or, if such shares are not then traded on any exchange, at the average of the Note low bid and high asked price of such securities on such trading day in the over-the-counter market. The put option provided to Consultant by the Company under this Section 15 shall be assignable by Consultant during his lifetime only to a trust with respect to which Consultant is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated settlor or grantor and shall be transferable only by its terms herein, shall terminateoperation of his will.

Put Option. The Company hereby grants (a) Subject 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 SharesSection 3.1 hereof, at any time during on and from the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a1) 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) falling 6 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 from the date on which the closing Investment is made (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 5.4 below or otherwise) and (2) the occurrence of a ▇▇▇▇▇▇ Insolvency Event, until the purchase of date falling 36 months from the Put Shares shall take place date hereof (the “Put Closing DateOption Period”), 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 Holder shall have the right (such right, the “Option”), but not the obligation, to accelerate exercise an option to sell to the exercise Purchaser the Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Put Option upon a Fundamental Transaction (as defined Exercise Percentage in accordance herewith) which, in each case, shall include the Loan Agreement), as follows: The Company shall send written notice relevant Put Exercise Percentage of each of the proposed Fundamental Transaction following : (“Fundamental Transaction Notice”i) no later than thirty (30) days prior ownership of all equity securities provided to the date of Osprey Parties in connection with the proposed consummation of the Fundamental TransactionInvestments and any rights, together with all relevant information interests, benefits and entitlements relating theretothereto including any related subscription rights and, in form sufficient each case, any Related Rights relating to enable Lender them which have either been obtained, paid or accruing on and from the date hereof; (ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iii) any other rights, interests, benefits or entitlements provided to make an informed decision any Osprey Parties under the Transaction Documents relating thereto in each case as adjusted to whether it should accelerate take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of equity securities, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Put Option. Within fifteen (15) days of Lender’s receipt of Exercise Percentage thereof being, 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 “Exercised 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 DefaultInterests”), in which event each case, for the Option Exercise Price. (b) The Put Exercise Percentage set out in each Exercise Notice shall not exceed 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 LenderExercise Percentage Cap. 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 (a) Subject to the satisfaction or waiver of the terms and conditions set forth herein and in the Purchase Agreement, each Put Option Party hereby grants to Lender an the Company a put option (collectively, the “Put Option”) ), pursuant 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 which such Put Option may be exercised with respect Party agrees 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 DateCompany, 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 upon 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, an aggregate principal amount of Convertible Notes (in addition to the Convertible Notes purchased by such Put Option Party in accordance with Section 1.02 above) (the “Put Participation Amount” and collectively, the “Put Participation”) equal to such Put Option Party’s Put Percentage (as defined below) multiplied by the difference of (i) $55.0 million and (ii) the Aggregate Participation Amount (such difference, the “Subscription Deficiency”), at a purchase price payable in cash equal to 100% of the aggregate principal amount of such Convertible Notes (the “Put Payment”); provided that in the event the Put Participation Amount plus the Subscription Amount for the York Funds equals an amount that is less than $10.0 million, the Put Participation Amount plus the Subscription Amount for the Monarch Funds and the Whitebox Funds shall be reduced equally between them and allocated to the York Funds (as part of its Put Participation Amount) until such time as the York Funds’ aggregate Put Participation Amount is at least $10.0 million. LenderEach Put Option Party hereby acknowledges and agrees that it shall become a party to the Purchase Agreement (and bound by the terms and conditions thereof) as of the Subscription Acceptance Date (as defined below). (b) The aggregate “Put Percentage” for the Monarch Funds shall be 33.3%, the aggregate “Put Percentage” for the York Funds shall be 33.3% and the aggregate “Put Percentage” for the Whitebox Funds shall be 33.3% (subject to adjustment as described below), allocated among the relevant funds as set forth on the signature pages hereto. In the event any Electing Holder or any Put Option Party fails to purchase any portion of its allocated portion of Convertible Notes in accordance with the terms of this Agreement and the Purchase Agreement (whether in accordance with Section 1.01, 1.02 or 1.03(a)) (each a “Defaulting Party”), the Subscription Deficiency shall be increased to reflect the failure of each Defaulting Party to purchase such Convertible Notes and each Put Option Party which is not a Defaulting Party (each a “Non-Defaulting Put Option Party”) will be obligated to purchase its pro rata share of any such increase (the “Remaining Convertible Notes”), calculated by multiplying a percentage (the numerator of which is such Non-Defaulting Put Option Party’s failure to timely notify Put Percentage and the Company denominator of Lender’s intention to accelerate which is the sum of the Put Percentages for all Non-Defaulting Put Option Parties) by the number of Remaining Convertible Notes; provided, that the Put Option Party’s Put Percentage shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionadjusted accordingly; provided further, notwithstanding the foregoing, Lender that in no event shall have the right, but not the obligation, to accelerate the exercise of the any Put Option following an Event Party be obligated to purchase Convertible Notes (including any Remaining Convertible Notes) in excess of Default under such Put Option Party’s Maximum Backstop Amount. The “Maximum Backstop Amount” for the Loan Documents Monarch Funds collectively (which acceleration right shall on a several and not be waived if not exercised following a prior Event of Default), in which event the Put Price joint basis) shall be added $18.33 million and for the Monarch Funds severally shall be according to the Obligations under percentages set forth on the Loan Agreement signature pages hereto. The “Maximum Backstop Amount” for the York Funds collectively (on a several and secured by the Collateral thereunder, and not joint basis) shall be immediately due $18.33 million and payable to Lender. 6.3 If any portion of for the Note is converted into Common Stock pursuant York Funds severally shall be according to the Loan Documents, the Put Option percentages set forth hereinabove, if on the signature pages hereto. The “Maximum Backstop Amount” for the Whitebox Funds collectively (on a several and not terminated by its terms herein, joint basis) shall terminatebe $18.33 million and for the Whitebox Funds severally shall be according to the percentages set forth on the signature pages hereto.

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).