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.

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 bear all costs and expenses incurred in connection with the determination of the Fair Market Value for purposes of the Put Option 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 Holder in connection with such determination. In connection with the exercise of the Put Option, the Per Share Schaden Purchase Amount (as defined in SECTION 3.3) will be paid in connection with the determination of Fair Market Value, pursuant to the last paragraph of the definition of Fair Market Value, and will not be transferred or assigned paid pursuant to any third partySECTION 3.3.

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 take place on a date designated by Holdings, but in any event not later than 270 days after the date of the Qualified Disposition. At such closing, Executive shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be transferred 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 assigned to any third partycertified check or wire transfer.

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 any amount that is equal to or less than the entire balance such Put Spectrum, of the outstanding Monthly Fees attributable to such Put SharesSpectrum, at any time during the earlier Primary Lease Fees attributable to occur such Put Spectrum, that proportion of the following Initial Fee attributable to such Put Option exercise periods (Spectrum, and Market Closing Payments paid with respect to 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 Spectrum. An example 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 computation of the Put Shares shall take place (Price after the “[***] of the Initial Closing Date is set forth as Schedule 17.2(a). Each Put Closing Date”), Notice will identify the amount of Spectrum that Sprint intends to put for such Closed Market. The amount of Spectrum which such date shall Sprint will put pursuant to this Section 17.2 will be no earlier than ten (10) days but no later than thirty (30) days from 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. On or before Notice occurs after the Put [***] of the Initial Closing Date, Lender will deliver Sprint may not put any Spectrum to Operator that is subject to a Primary Lease unless at least one year is remaining of the Company last term (including any renewals) of the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to 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 partyPrimary Lease.

Put Option. On the first year anniversary of the Original Issue Date and thereafter, on each third monthly anniversary thereof, the Holders shall have the right, at their sole discretion (the "PUT RIGHT"), to require the Company to prepay all or a portion of the then outstanding principal amount and interest under the Debentures by delivering to the Company a written notice (a "PUT NOTICE"), specifying therein the outstanding principal amount and interest subject to the Put Right. A date on which a 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 described in the immediately following sentence, not later than the Put Payment Date, the Company will pay and deliver to the Holder exercising its Put Right, free of any claim of subordination, an amount of cash (in immediately available funds) equal to the sum of: (i) the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon (each as indicated in the Put Notice), and (ii) all other amounts, costs, expenses and liquidated damages then owing in respect of such principal amount (the "PUT PRICE"). The Company hereby grants may deliver a written notice to Lender an option the Holders no later than 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 “"MAXIMUM CASH AMOUNT") (the Company may indicate in such Company Notice that the election contained therein shall continue for later periods until revised), in which case, in response to a Put Option”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 sell all or deliver shares of Common Stock pursuant to this Section 5 shall be subject to the provisions of Sections 4(a)(iv)(B), 4(b)(ii) and 4(b)(iii) hereof, respectively. If the Company shall fail to timely deliver a Company Notice to the Holders, the Company will be required to pay the entire Put Price in cash. If any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price cash portion 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 not be secured by paid on or prior to the Collateral Put Payment Date, then, notwithstanding anything herein to the contrary, the Holder shall have the right to either (i) rescind the Put Notice or (ii) convert all or a portion of the principal amount and any related guarantees interest under the Loan Documents. Lender’s right Debentures previously subject to exercise the Put Option shall not be transferred 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 assigned to any third partythe date the Holder rescinds the Put Notice, whichever is lower.

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 100th day after such Purchaser receives a written notice from SatCon delivered after the occurrence of such Put Price is not yet tendered, the Lender’s right to receive the Event requesting that such Purchaser either exercise or waive its Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Rights resulting from such Put Option shall not be transferred or assigned to any third partyEvent.

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 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 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 Security of this series shall have any claim against the Trustee for its failure to exercise the Put Option. 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 (a) the Floating Rate Spread, in the case of the Initial Coupon Reset Date where the Company has elected to exercise its Floating Period Option, or (b) the 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 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 transferred 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. If the Company so elects, the Securities of 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 assigned 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 such Reference Rate Reset Date. In the event that the Company exercises its Floating Period Option, the maturity date of the Securities of this series will be extended to the tenth anniversary of the Floating Period Termination Date, in which case the 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 third partyFloating 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 notify LSE, not later than five Business Days prior to the Scheduled Maturity Date, of any extension of maturity and (ii) the Calculation Agent shall notify LSE of the Floating Period Interest Rate for any Floating Rate Period no later than the first day of such period. If the Callholder has exercised the Call Option, the 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 below to be completed in as timely a manner as possible.

Put Option. The If the Company hereby grants to Lender has not Registered all of the ---------- Registrable Securities in accordance with Section 3 hereof within one hundred --------- twenty (120) days from the date hereof, or if at any time thereafter all of the Holders' Registrable Securities are not then included in a Continuously Effective registration statement, then, for such time as the Registrable Securities are not so included, the Holders shall have an option (the “"Put Option”") to sell cause the Company to repurchase all or any portion of the Issued Shares Warrants (the “"Put Shares”Warrants") for a price (the "Put Price") equal to (i) the difference between the Warrant Exercise Price and the highest reported offer price for the Company's Common Stock on the principal exchange or market on which the Company's Common Stock then trades during such period of time (ii) multiplied by the number of Warrants put. The notice ("Put Notice") shall be delivered by the Holder or Holders who elect to exercise the Put Option, in writing, to the Company for a total purchase price at its principal place of $195,000business, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised attention Corporate Secretary, in accordance 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”)Section 15.2. The Put Notice shall specify specify, in addition to the number of Put ------------ Warrants, the maximum offered price of the Company's Common Stock, the date on which such maximum offered price occurred, and the closing of the purchase calculation of the Put Shares Price for the Put Warrant to be purchased by the Company pursuant to the terms hereof. Within fifteen (15) days of the notice, the Company shall take place notify the electing Holders of a date and time (the “Put Closing Date”), which such date shall be no earlier more than ten twenty five (1025) days but no later than thirty (30) days from after the date Company's receipt of the Put Notice. On or before ) on which the Put Closing Date, Lender will deliver Warrants shall be delivered to the Company the certificate(s) representing at its principal place of business against payment by bank check, cashiers' check or wire transfer of the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and Price. In lieu of a cash payment, the Company shall tender to Lender may pay the Put Price in cash by wire transfer means of immediately available funds a promissory note on terms and conditions no less favorable than the notes issued 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 certain Holders pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsNote Purchase Agreement dated September 30, and for so long as the Put Option is outstanding and1997, 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 partybut having a maturity no greater than such notes.

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”). The Company may exercise the Put Option 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 sell all or any portion which the Put Option is being exercised, a calculation of the Issued Shares Purchase Price, wiring instructions for the payment of the Purchase Price and a closing date for the exercise of the Put Option (the “Put SharesClosing”) ), which closing date shall be no fewer than 10 business days, and no more than 20 business days, follow the delivery of the Option Notice. The obligation of Buyer to purchase the Option Shares 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 with respect 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 be subject to the following conditions precedent, any of which may be waived by Buyer in its sole discretion: (i) Option Notice shall have been delivered within the Option Period, (ii) the representations and warranties in this Agreement of the Company shall be true and correct in all material respects as of no further force 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 effectprior to Closing. The If not previously exercised, the right of the Company to exercise the Put Option shall be exercisable by Lender’s delivery will expire on the earliest of written notice to (i) expiration of the Company Option Period, (the “Put Notice”). The Put Notice shall specify ii) the date on which the closing Company consummates the sale of the purchase of the Put Shares shall take place securities which would result in a Gap Amount equal to zero, and (the “Put Closing Date”), which such date shall be no earlier than ten (10iii) days but no later than thirty (30) days from the date of that is 190 days following 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 partySecond Closing.

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 date of purchase. Upon the receipt by the Parent of such written notice, the Parent shall be obligated to purchase from the Holder, on such specified date of purchase, such Warrant Shares at the Put Notice. On or before Option Price, regardless of whether the Warrant is exercised at such time; provided, however, that if the Warrant has not been fully exercised prior to receipt by the Parent of such written notice, then the Put Closing DateOption Price shall be reduced by the Warrant Purchase Price, Lender will deliver but only to the Company extent that this Warrant has not been exercised. The Parent shall bear all costs and expenses incurred in connection with the certificate(s) representing determination of the Fair Market Value for purposes of the Put Shares (duly endorsed for transfer Option 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 Lender or accompanied by duly executed stock powers the Purchaser 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 connection with such determination, provided, however, that the Company’s obligation to purchase Purchaser shall bear all such costs and expenses if, after the Issued Shares from Lender Purchaser challenges or disputes any fair market value determination by the Parent, the difference between (a) the Fair Market Value determined pursuant to the Put Option is an Obligation secured valuation procedures set forth in this Section 6.1 and (b) the fair market value determined by the Collateral and any related guarantees under Parent, is less than five percent (5.0%) 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 shall be secured fair market value determined 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 partyParent.

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 cause ZaZa to purchase all, but not less than all, of Quantum’s Percentage Interest in (i) the 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 “Specified Original Assets”) and (ii) any portion Additional Interests and Options Acreage acquired after the Closing Date that are still owned by Quantum on the date the Put Notice is delivered (the “Additional Assets,” and together with the Specified Original Assets, the “Specified Put Assets”) by delivery of the Issued Shares a written notice (the “Put Shares[*] Certain Information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Notice”) to ZaZa, which notice shall state that Quantum is exercising the Company Put Right pursuant to this Section 2.6, for a total purchase price an amount in cash equal to the sum of $195,000(x) the Allocated Value (as defined in the Acquisition Agreement) of the Specified Original Assets, pro-rated for (y) the aggregate Extension and Renewal Costs actually paid by Quantum (and not by ZaZa on behalf of Quantum) in connection with the Specified Put Assets from the Closing Date through the closing of the transaction contemplated by the exercise of the Put Right and (z) the aggregate Acquisition Costs paid by Quantum with respect to any portion thereof Additional Assets (such sum, the “Put Purchase 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 Quantum shall be of no further force prohibited from Transferring any right, title or effect. The Put Option shall be exercisable by Lender’s delivery of written notice interest in and to the Company (Specified Put Assets following 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 delivery 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.

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 take place on a date designated by Holdings, but in any event not later than 270 days after the date of the Qualified Disposition. At such closing, Executive shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be transferred 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 assigned to any third partycertified check or wire transfer.

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(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 unexercised portion 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 partythis Warrant.

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"). Such Put Notice shall be given no later than 9:00 a.m. (New York time) on October 8, 2003. The Calculation Agent shall give the Put Option may be exercised with respect to any Notice if the holders of a majority in principal amount that is equal to or less than the entire balance of the outstanding Notes request the Calculation Agent to give the Put SharesNotice, in which event the Put Notice shall be 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 any time 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 Company in accordance with the terms set forth under "Put Option" above, the Company and 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 earlier Fixed Rate Period. All references to occur of the following Put Option exercise periods specific hours are references to prevailing New York time. Each notice, bid or offer (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 including those given by the SEC . If not exercised during the Put Period, the Put Option Reference Dealers [as defined below]) shall terminate be given telephonically and shall be confirmed as soon as possible by facsimile to each of no further force or effectthe Calculation Agent and the Company. The Put Option shall be exercisable times set forth below are guidelines for action 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 Calculation Agent, and each shall tender use its best efforts to Lender the Put Price in cash by wire transfer of immediately available funds adhere to an account at a bank designated by Lendersuch times. The Company and Lender acknowledge and agree that shall use its best efforts to cause the Company’s obligation Reference Dealers 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 Documentstake all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, and for so long as the Put Option is outstanding andAND PURCHASE DESIGNATED TREASURY BONDS FROM, if exercisedTHE 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, the Put Price is not yet tendered2003. 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 Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan DocumentsTHE 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. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyTHE 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 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 Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event, Purchaser shall be deemed to have automatically and simultaneously elected to have the Company repurchase from Purchaser the Assigned Interests for the Put/Call Price in cash and Lender acknowledge the Put/Call Price shall be immediately due and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to payable without any further action or notice by any party. Immediately upon exercise by Purchaser of the Put Option is an Obligation secured and the payment by the Collateral and any related guarantees under Company to Purchaser of the Loan DocumentsPut/Call Price, Purchaser shall be deemed to have automatically assigned to the Company all right, title, and for so long as interest in and to 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 partyAssigned Interest.

Put Option. The Company hereby grants to Lender an option (During 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 applicable Put Period, each Certificateholder eligible to do so, or in the event that such Certificates are still held in book-entry form, each Certificate Owner eligible to do so, may exercise the applicable 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 (Master Servicer or, to the “extent that the Certificates are still held in book-entry form, DTC. Notice by a Certificateholder or Certificate Owner, as applicable, of the exercise of a Put Notice”Option will be irrevocable. At the end of each applicable Put Period, based on information obtained by the Master Servicer from DTC with respect to Book-Entry Certificates, if applicable, the Master Servicer shall notify the Standby Purchaser, and the Trustee in writing of the number of Certificateholders, or Certificate Owners, as applicable, who have exercised the Put Option and the percentage of the Class Certificate Balance of Certificates held by such Certificateholders or Certificate Owners, as applicable. Not later than the fourth Business Day prior to each Put Date, the Standby Purchaser shall pay to the Trustee, and the Trustee shall deposit, into the Distribution Account, the Put Purchase Price for each Certificate or Putable Balance for which the Certificateholder has exercised the related Put Option. On each Put Date, with respect to each Certificate or Putable Balance for which the related Put Option was exercised, the Trustee shall withdraw from the Distribution Account the applicable Put Purchase Price and distribute it to the related Certificateholder by wire transfer in immediately available funds for the account of such Certificateholder, or by any other means of payment as specified by such Certificateholder and at the address of such Holder appearing in the Certificate Register, provided that such payment shall only be made after presentation and surrender of the Certificate if the Certificates are no longer held in book-entry form. With respect to any Subordinated Certificate that is not a Book-Entry Certificate for which the Holder has exercised the applicable Put Option, such Holder shall submit the applicable Subordinated Certificate(s) to the Trustee at the Corporate Trust Office for transfer and re-registration to such Holder and the Standby Purchaser. In connection with such submission, neither such Holder nor the Standby Purchaser shall be required to submit any of the transfer documentation otherwise required by Section 5.02(b). The Put Notice Trustee shall specify promptly execute and deliver new Certificates, registered in the date on which the closing name of the purchase Standby Purchaser with respect to the applicable Putable Balance and to the Holder with respect to the balance of the Put Shares shall take place (applicable Subordinated Certificate, as provided in Section 5.02(a). In the “Put Closing Date”)event that the Certificates are no longer held in book-entry form, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of and all Certificateholders who exercised the Put Notice. On Option, shall not surrender their Certificates for cancellation (or before re-registration in the case of Subordinated Certificates) within six months after the applicable Put Closing Date, Lender will deliver the Master Servicer shall give second written notice to the Company remaining Certificateholders to surrender their Certificates for cancellation (or re-registration in the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankcase of Subordinated Certificates) 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 Purchase Price shall be secured by with respect thereto. If within one year after the Collateral and any related guarantees under second notice all the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.related

Put Option. The Company hereby grants During the Put Option Period, AWH shall have the right to Lender an option put and sell to the MLP (or to any Subsidiary of the “MLP designated by the MLP), and the MLP (or such designee) shall have the obligation to purchase from AWH, all of the limited liability company interests in and to Warrior Coal held by AWH provided (i) AWH shall have given not less than ninety (90) days or more than one hundred fifty (150) days written notice to the MLP prior to the commencement of the Put Option Period of its desire to put Warrior Coal to MLP, (ii) after giving effect to such put, the MLP (or such designee) shall own not less than 100% of the limited liability company interests in and to Warrior Coal, (iii) the MLP shall pay or cause to be paid to AWH the Put Option Price, (iv) all Third Party Consents shall have been obtained or waived in writing and (v) since January 26, 2001, there shall not have occurred a material adverse change in the business, operations, affairs, financial condition, assets or properties of Warrior Coal and its Subsidiaries, taken as a whole. Promptly following the exercise by AWH of the Put Option”, the parties hereto shall cooperate with one another and shall negotiate in good faith a purchase and sale agreement containing terms and conditions reasonable and customary for a transaction of the type so contemplated, including representations and warranties regarding AWH's title in and to the limited liability company interests of Warrior Coal and Warrior Coal's title in and to the limited liability company interests or capital stock (or their equivalent) of each Subsidiary, if any, of Warrior Coal, for the purpose of consummating the sale of Warrior Coal by AWH to the MLP (or such designee); provided, however, that in no event shall the consideration payable by the MLP (or such designee) to sell all or any portion AWH upon consummation 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 such transaction be exercised with respect to any amount that is equal to greater 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 Price. If not exercised during the Put Period, the Put Option shall terminate have been exercised, AWH and the MLP (or its designee) 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 consummate the purchase and sale 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 Warrior Coal during the Put Option is an Obligation secured by Period; provided, however, that if the Collateral purchase and any related guarantees under sale of Warrior Coal in connection with 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 of such Put Option shall not have been consummated during the Put Option Period and the parties hereto shall be transferred or assigned diligently proceeding in good faith and using their best efforts to any third partyconsummate such purchase and sale, then the right of AWH to put and sell Warrior Coal to the MLP during the Put Option Period shall continue thereafter for not more than fifteen (15) days to the extent necessary to consummate such transaction.

Put Option. The Company hereby grants At any time on or after January 1, 2003, Schexxxx or a Family Controlled Entity may elect to Lender an option dispose of all of his or its Common Partner Interest (the “"Put Option”Interest") to sell all or any portion of at the Issued Shares Put Price (the “as defined in subparagraph (c) below) by providing written notice ( a "Put Shares”Notice") to the Company for a total purchase price Partnership and Mid-Am of $195,000, pro-rated for any portion thereof such election (the “"Put Price”Option"). The Partnership shall have until the 30th day following the date the Put Option may Notice is deemed to be exercised with respect delivered within which to any amount that is equal to or less than the entire balance notify Schexxxx xx a Family Controlled Entity of the outstanding election of the Partnership to purchase the Put SharesInterest at the Put Price. In the event that the Partnership does not elect to purchase the Put Interest, then Mid-Am must purchase the Put Interest at the Put Price. Notwithstanding anything in this Section 8.11(a) to the contrary, if 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 hereof, Schexxxx xxxuld die or become Disabled, Schexxxx xx the registration statement for the registration personal representative of the Issued Shares estate of Schexxxx, xx if no personal representative is declared effective by appointed or no administration is necessary, then the SEC . If not exercised during heirs at law of Schexxxx (xxe "Successor in Interest") or the Family Controlled Entity that owns the Common Partner Interest of Schexxxx xxxll provide a Put Period, Notice to the Put Option shall terminate Partnership and shall be Mid-Am within sixty (60) days of no further force Schexxxx'x xxxth or effectDisability. The Put Option Partnership shall be exercisable by Lender’s delivery of written notice to have until the Company (30th day following the “Put Notice”). The date such Put Notice shall specify is deemed to be delivered within which to notify the date on which Successor in Interest or the closing Family Controlled Entity, as applicable, of the purchase election 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 Partnership to purchase the Issued Shares from Lender pursuant Put Interest of Schexxxx xx the Put Price. In the event that the Partnership does not elect to purchase the Put Interest, then, subject to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documentslimitations contained in Section 7.4(b), and for so long as Mid-Am must purchase the Put Option is outstanding and, if exercised, Interest at the Put Price is not yet tendered, Price. The provisions of the Lender’s right to receive three immediately-preceding sentences of this Section 8.11(a) shall apply only in the Put Price shall be secured by event of the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred death or assigned to any third partyDisability of Schexxxx.

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 take place on a date designated by Holdings, but in any event not later than 270 days after the date of the Qualified Disposition. At such closing, MCS shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be transferred 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 assigned to any third partycertified check or wire transfer.

Put Option. (i) The Company hereby grants to Lender Holder an option (the “Put Option”) to sell all or any portion of the Issued Warrant or the Warrant Shares for which the Warrant has been exercised (the “Put SharesInterest”) to the Company for a total purchase price of Three Hundred Eighty Six Thousand Dollars ($195,000386,000), pro-rated for any portion thereof thereof, representing a purchase price of Ten Cents ($0.10) per Warrant Share, subject to adjustment as set forth herein (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time and, if for a portion thereof, from time to time, during the earlier to occur of the following Put Option exercise periods period (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofearliest of (1) the date of prepayment in full of the Term Loan (as defined in the Loan Agreement); (2) the date of Lender’s (as defined in the Loan Agreement) acceleration of the Obligations (as defined in the Loan Agreement) following an Event of Default (as defined in the Loan Agreement) which is not cured within any applicable grace period under the Loan Documents (as defined in the Loan Agreement) (which acceleration right shall not be waived if not exercised following a prior Event of Default), or (b3) November 19, 2015, and ending at 5:00 p.m., New York time, on November 19, 2020 (the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC "Expiration Date"). If not exercised during by the Put PeriodExpiration Date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by LenderXxxxxx’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 Xxxxxx 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 blankXxxxxx) 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 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 assignable by the Collateral and Xxxxxx at 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 time in whole or assigned to any third partyin part.

Put Option. The Company hereby grants to Lender an option (a) For a 90-day period following the 13th month anniversary of the Original Issue Date, the Holder shall have the right (the “Put Option”"PUT RIGHT") to sell request that the Company redeem all or any a portion of the Issued Shares (outstanding shares of Preferred Stock at a price equal to the “Put Shares”) Redemption Price, by delivering to the Company for a total purchase price written notice (a "PUT NOTICE") specifying the number of $195,000shares of Preferred Stock subject to the Put Right, proPROVIDED, that such 90-rated for any portion thereof (the “Put Price”). The Put Option may day period 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 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 extended by the SEC . If not exercised number of days during the Put Period, the Put Option shall terminate and which any Blocking Notice shall be of no further force or in effect. The Put Option shall be exercisable by Lender’s delivery of written notice On or prior 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 fifth Trading Day following the date of the Put Notice. On or before delivery of the Put Closing DateNotice (such fifth Trading Day, Lender will the "PUT EXERCISE DATE"): (i) the Holder shall deliver to the Company the certificate(s) representing shares of Preferred Stock subject to the Put Shares Option, properly endorsed, and (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankii) and upon receipt of the shares of Preferred Stock subject to the Put Option, the Company shall tender deliver to Lender the Put Holder, in immediately available funds, the Redemption Price. The Redemption Price shall be paid in cash by wire transfer and shall be free of immediately available funds to an account at a bank designated by Lenderany claim of subordination. The Company and Lender acknowledge and agree that If any portion of the Company’s obligation to purchase the Issued Shares from Lender pursuant Redemption Price shall not be paid on or prior to the Put Option is an Obligation secured by Exercise Date, then 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 Redemption Price shall be secured increased by 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily from the Collateral date such payment is due hereunder through and any related guarantees under including the Loan Documents. Lender’s date of payment (which amount shall be paid as liquidated damages and not as a penalty), payable in cash, and the Holder shall have the right to exercise convert the shares of Preferred Stock subject to the Put Option shall not be transferred or assigned Right pursuant to any third partySection 5(c)(i) hereof.

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 take place on a date designated by Holdings, but in any event not later than 270 days after the date of the Qualified Disposition. At such closing, MCS shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be transferred 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 assigned to any third partycertified check or wire transfer.

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 November 15, 2002 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding November 15, 2002 (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"). Such Put Notice shall be given no later than 9:00 a.m. (New York time) on November 8, 2002. The Calculation Agent shall give the Put Option may be exercised with respect to any Notice if the holders of a majority in principal amount that is equal to or less than the entire balance of the outstanding Notes request the Calculation Agent to give the Put SharesNotice, in which event the Put Notice shall be 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 any time the Redemption Price on November 15, 2002. 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 NOVEMBER 6, 2002. RESET OF INTEREST RATE FOR FIXED RATE PERIOD If the Calculation Agent has not delivered the Put Notice to the Company in accordance with the terms set forth under "Put Option" above, the Company and the Calculation Agent, on November 8, 2002, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the earlier Fixed Rate Period. All references to occur of the following Put Option exercise periods specific hours are references to prevailing New York time. Each notice, bid or offer (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 including those given by the SEC . If not exercised during the Put Period, the Put Option Reference Dealers [as defined below]) shall terminate be given telephonically and shall be confirmed as soon as possible by facsimile to each of no further force or effectthe Calculation Agent and the Company. The Put Option shall be exercisable times set forth below are guidelines for action 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 Calculation Agent, and each shall tender use its best efforts to Lender the Put Price in cash by wire transfer of immediately available funds adhere to an account at a bank designated by Lendersuch times. The Company and Lender acknowledge and agree that shall use its best efforts to cause the Company’s obligation Reference Dealers 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 Documentstake all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, and for so long as the Put Option is outstanding andAND PURCHASE DESIGNATED TREASURY BONDS FROM, if exercisedTHE 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 NOVEMBER 8, the Put Price is not yet tendered2002. 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 Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan DocumentsTHE 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. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyTHE 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. (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 LenderXxxxxx’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 Xxxxxx 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 blankXxxxxx) 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 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 assignable by the Collateral and Xxxxxx at 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 time in whole or assigned to any third partyin part.

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 partythe parties. If the parties are unable to agree upon a mutually acceptable appraiser within ten days after notice is given of the proposed tender, the matter shall be submitted to binding arbitration by the American Arbitration Association who shall appoint one arbitrator pursuant to the Rules of Commercial Arbitration within seven days after submission and said arbitrator shall determine the fair market value of the 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 proceedings and the appraisal. In addition, the Employer shall, within 20 business days after receiving the notice of exercise, purchase each tendered, vested stock option at a price equal to the Per Share Purchase Price less the exercise price for such tendered stock option.

Put Option. The Company hereby grants to Lender an option Upon the occurrence of a Put Option Event, the Required Purchasers shall have the right, but not the obligation (the “Put Option”) ), to sell require the Company to repurchase from all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000Purchasers all, 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 but not less than the entire balance all, of the outstanding Put SharesRevenue Interests at the Put/Call Price. For clarity, at any time during the earlier to occur Required Purchasers’ exercise 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 binding upon all of no further force or effectthe Purchasers. The In addition, upon the occurrence of a Put Option Event, the Purchaser Agent may, and at the direction of the Required Purchasers shall, terminate the Purchaser Commitments. In the event that the Required Purchasers elect to exercise the Put Option, the Required Purchasers shall, or shall be exercisable by Lender’s delivery of direct the Purchaser Agent to, deliver written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which specifying the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), date which such date shall be no earlier than ten sixty (1060) days but no later than thirty after the Company’s receipt of notice (30) days from the date of “Put Option Closing Date”). On the Put Notice. 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 Purchasers the Revenue 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 Lenderthe Purchasers. 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 occurrence of a Bankruptcy Event, each Purchaser shall be deemed to have automatically and any related guarantees under simultaneously elected to terminate the Loan Documents, Purchaser Commitments and have the Company repurchase from such Purchaser the Revenue Interests for so long as the Put Option is outstanding and, if exercised, Put/Call Price in cash and the Put Price is not yet tendered, Purchaser Commitments shall immediately terminate and the Lender’s right to receive the Put Put/Call Price shall be secured immediately due and payable without any further action or notice by any party. For the Collateral and any related guarantees under avoidance of doubt, the Loan Documents. Lender’s right Required Purchasers’ election not to exercise the Put Option shall with respect to a given Put Option Event will not be transferred preclude the Required Purchasers from exercising the Put Option with respect to a continuing or assigned to any third partysubsequent Put Option Event.

Put Option. The Company hereby grants Subject to Lender an option paragraph (the “Put Option”d) 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 Sharesthis Section 9.6, at any time during after December 31, 2006, the earlier Noteholder Partner shall have the right, but not the obligation, to occur require the Venture to purchase all, but not less than all, of the following Put Option exercise periods (Noteholder Partner’s Interest in 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 Venture 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”) to the Managing Partner provided that EBITDAM as reflected on the financial statements of the Venture furnished to the Partners pursuant to Section 8.4(b) for the four Fiscal Quarters of the Venture immediately preceding the fiscal quarter in which the Put Notice is delivered to the Managing Partner exceeds Thirty Million Dollars ($30,000,000). The cash purchase price for the Noteholder Partner’s Interest in the Venture (the “Put Purchase Price”) shall be equal to the product of (i) the Noteholder Partner’s Percentage (expressed as a fraction) and (ii) (A) the product of five and one-half (5½) and EBITDAM as reflected on the financial statements of the Venture furnished to the Partners pursuant to Section 8.4(b) for the four Fiscal Quarters of the Venture immediately preceding the Fiscal Quarter in which the Put Notice is delivered to the Managing Partner minus (B) Exhibit C-40 indebtedness of the Venture under the First Mortgage Notes as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which the Put Notice is delivered to the Managing Partner (such date the “Put Determination Date”) minus (C) the Preferred Capital Contribution Amount as of the Put Determination Date plus (D) cash and cash equivalents of the Venture as of the Put Determination Date. The Put Notice shall specify set forth the date on which the closing desire of the purchase Noteholder Partner to exercise its put rights under this Section 9.6(a) and shall set forth a good faith estimate by the Noteholder Partner of the Put Shares shall take place Purchase Price (the “Estimated Put Closing DatePurchase Price”), 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.

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 bear all costs and expenses incurred in connection with the determination of the Fair Market Value for purposes of the Put Option 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 Holder in connection with such determination. In connection with the exercise of the Put Option, the Per Share Schaden Purchase Amount (as defined in Section 3.3) will be paid in connection 0with the determination of Fair Market Value, pursuant to the last paragraph of the definition of Fair Market Value, and will not be transferred or assigned paid pursuant to any third partySection 3.3.

Put Option. The Company hereby grants to Lender an option Upon the occurrence of a Put Option Event, the Required Purchasers shall have the right, but not the obligation (the “Put Option”) ), to sell all or any portion require the Company to repurchase from the Purchasers all, but not less than all, of the Issued Shares (Revenue Interests at the “Put Shares”) to Put/Call Price. In addition, upon the Company for occurrence of 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 Event, the entire balance Purchaser Agent may, and at the direction of the outstanding Required Purchasers, shall terminate the Purchaser Commitments. In the event that the Required Purchasers elect to exercise the 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 hereofRequired Purchasers shall, or (b) shall direct 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 PeriodPurchaser Agent to, 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 deliver written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which specifying the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), date which such date shall be no earlier than ten (10) days but no later than thirty from such notice date (30) days from the date of “Put Option Closing Date”). On the Put Notice. 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 Purchasers the Revenue 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 Lenderthe Purchasers. The Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event, each Purchaser shall be deemed to have automatically and simultaneously elected to terminate the Purchaser Commitment and have the Company repurchase from such Purchaser the Revenue Interests for the Put/Call Price in cash and Lender acknowledge the Purchaser Commitments shall immediately terminate and agree that the CompanyPut/Call Price shall be immediately due and payable without any further action or notice by any party. For the avoidance of doubt, any Purchaser’s obligation election not to purchase the Issued Shares from Lender pursuant to exercise the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as with respect to a given Put Option Event will not preclude such Purchaser from exercising the Put Option with respect to a continuing or subsequent Put Option Event; provided that (i) if such Put Option Event is outstanding and, if exercisedtriggered by a Change of Control, the Put Price is not yet tendered, failure of the Lender’s right Purchaser Agent or the Required Purchasers to receive deliver the written notice to elect to exercise the Put Price Option within twenty (20) days of the receipt of written notice of such Change of Control from the Company shall be secured by deemed a waiver of the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option with respect to such Change of Control, and (ii) if such Put Option Event is triggered within the first year after the Effective Date in connection with the failure to obtain Regulatory Approval for the Initial Products within such first year, the failure of the Purchaser Agent or the Required Purchasers to deliver the written notice to elect to exercise the Put Option on or prior to the later of (A) first anniversary of the Effective Date and (B) twenty (20) days after the later of such failure to obtain Regulatory Approval and the date the Company has provided the Purchaser Agent notice thereof shall be deemed a waiver of the right to exercise the Put Option with respect to such Put Option Event (but for the avoidance of doubt, shall not be transferred deemed any waiver of any rights in respect of any failure to obtain Regulatory Approval after the first year after the Effective Date or assigned to any third partyother Put Option Event).

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 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 partysuch Purchaser.

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, 2004 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding October 15, 2004 (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"). Such Put Notice shall be given no later than 9:00 a.m. (New York time) on October 8, 2004. The Calculation Agent shall give the Put Option may be exercised with respect to any Notice if the holders of a majority in principal amount that is equal to or less than the entire balance of the outstanding Notes request the Calculation Agent to give the Put SharesNotice, in which event the Put Notice shall be 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 any time the Redemption Price on October 15, 2004. 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, 2004. RESET OF INTEREST RATE FOR THIRD FIXED RATE PERIOD If the Calculation Agent has not delivered the Put Notice to the Company in accordance with the terms set forth under "Put Option" above, the Company and the Calculation Agent, on October 8, 2004, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the earlier period from and including October 15, 2004 to occur of the following Put Option exercise periods Maturity Date. All references to specific hours are references to prevailing New York time. Each notice, bid or offer (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 including those given by the SEC . If not exercised during the Put Period, the Put Option Reference Dealers [as defined below]) shall terminate be given telephonically and shall be confirmed as soon as possible by facsimile to each of no further force or effectthe Calculation Agent and the Company. The Put Option shall be exercisable times set forth below are guidelines for action 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 Calculation Agent, and each shall tender use its best efforts to Lender the Put Price in cash by wire transfer of immediately available funds adhere to an account at a bank designated by Lendersuch times. The Company and Lender acknowledge and agree that shall use its best efforts to cause the Company’s obligation Reference Dealers 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 Documentstake all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, and for so long as the Put Option is outstanding andAND PURCHASE DESIGNATED TREASURY BONDS FROM, if exercisedTHE 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 9:15 A.M. (NEW YORK TIME) ON OCTOBER 8, the Put Price is not yet tendered2004. 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 Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan DocumentsTHE 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. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyTHE 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 to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to If the Company for a total purchase price of $195,000, pro-rated for any portion thereof (fails to use its commercially reasonable efforts to consummate the “Put Price”). The Put Option may be exercised with respect to any amount Merger on or before the date 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 six (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 (96) 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 PeriodClosing Date (such date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s “Merger Deadline”), then at any time after the Merger Deadline until the date on which the Merger is consummated, any Summerline Seller that holds Purchased Units may elect, upon delivery of written notice to the Company, to sell to the Company (the “Put NoticeOption Election Notices”), all, but not less than all, of such Seller’s Purchased Units, in exchange for the delivery to such Seller by the Company of cash in an amount equal to the such Seller’s Put/Call Payment Amount. The Put Notice shall specify Promptly, and in any event within three (3) Business Days after the date on which the closing of the purchase delivery of the Put Shares Option Election Notices to the Company, the Company shall take place (deliver a written notice to each Summerline Seller setting forth the “Put Closing Date”date for the consummation of the Company’s purchase of each Seller’s Purchased Units pursuant to this Section 2(c), which such date shall be no earlier later than ten twenty (1020) days but no later than thirty (30) days from after the date of the Put Notice. On or before the Put Closing Date, Lender will deliver Option Election Notice to the Company Company, and on the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and date so specified, the Company shall tender pay to Lender the Put Price in cash each Summerline Seller such Seller’s Put/Call Payment Amount by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company such Seller, and Lender acknowledge and agree that such Seller shall deliver such Seller’s Purchased Units to the Company’s obligation to purchase , accompanied by duly authorized unit certificates effecting the Issued Shares from Lender pursuant transfer of such Purchased Units 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 partyCompany.

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. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event, PRF shall be deemed to have automatically and simultaneously elected to have the Assignors repurchase from PRF 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 Change of Control Notice shall describe in reasonable detail the terms of the proposed Change of Control transaction, including the identity of the other party or parties to such transaction. The Company and Lender acknowledge and agree that shall supplement the CompanyChange 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 obligation determination of whether or not to purchase the Issued Shares from Lender pursuant elect to exercise its Put Option with respect to the Put Option is an Obligation secured by transaction described in the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedChange of Control Notice, the Put Price is not yet tenderedterms of the proposed transaction change materially, the Lender’s right to receive the Put Price Company 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 partyprovide PRF a new Change of Control Notice.

Put Option. The Company hereby grants In the event Klebansky desires to Lender an option sell some or all of the DPI Shares that are being held by DPI as collateral for the Note, DPI agrees to release its security interest in the DPI Shares Klebansky desires to sell and to repurchase such DPI Shares subject to the terms and conditions set forth in this Section 10 (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 only by Lender’s delivery of written notice to the Company (the “Put Option Notice”)) duly executed and delivered by Klebansky to DPI indicating the number of DPI Shares to be repurchased by DPI. The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place repurchase is to be effected (the “Put Repurchase Closing Date”), which such date ) shall be no earlier than ten (10) days but no later than thirty (30) days from the date of business day on which the Put NoticeOption Notice is delivered (if it is delivered on a business day before 1:00 Pacific Time) and otherwise shall be the following business day. On or before the Put Repurchase Closing Date, Lender will deliver DPI shall pay a per share purchase price for each DPI Share to be repurchased equal to the Company average closing prices of DPI’s common stock over the certificate(s) representing 5 trading days ending on and including the Put Repurchase Closing Date as quoted on the Nasdaq National Market or other principal national securities exchange (or a similar national quotation system). All proceeds from such repurchase of DPI Shares (duly endorsed for transfer shall be applied directly 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 DPI to the Put Option is an Obligation secured outstanding indebtedness on the Note as a prepayment and DPI shall transmit a statement confirming the transaction to Klebansky by facsimile. Notwithstanding anything to the Collateral and any related guarantees under the Loan Documentscontrary contained herein, 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 apply to, and DPI shall not be transferred obligated to repurchase, DPI Shares to the extent the aggregate purchase price for such DPI Shares (as calculated above) exceeds the indebtedness on the Note. The parties acknowledge that DPI does not have any discretion as to the amount or assigned timing of the repurchase of the DPI Shares. Any remaining DPI Shares that are being heold by DPI as collateral for the Note shall promptly be returned to any third partyKlebansky upon full repayment of the indebtedness under the Note.

Put Option. The Company hereby grants to Lender an option Upon the occurrence of a Put Option Event, the Required Purchasers shall have the right, but not the obligation (the “Put Option”) ), to sell all or any portion require the Company to repurchase from the Purchasers all, but not less than all, of the Issued Shares (Revenue Interests at the “Put Shares”) to Put/Call Price. In addition, upon the Company for occurrence of 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 Event, the entire balance Purchaser Agent may, and at the direction of the outstanding Required Purchasers shall, terminate the Purchaser Commitments. In the event that the Required Purchasers elect to exercise the 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 hereofRequired Purchasers shall, or (b) shall direct 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 PeriodPurchaser Agent to, 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 deliver written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which specifying the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), date which such date shall be no earlier than ten (10) days but no later than thirty from such notice date (30) days from the date of “Put Option Closing Date”). On the Put Notice. 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 Purchasers the Revenue 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 Lenderthe Purchasers. 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 occurrence of a Bankruptcy Event, each Purchaser shall be deemed to have automatically and any related guarantees under simultaneously elected to terminate the Loan Documents, Purchaser Commitments and have the Company repurchase from such Purchaser the Revenue Interests for so long as the Put Option is outstanding and, if exercised, Put/Call Price in cash and the Put Price is not yet tendered, Purchaser Commitments shall immediately terminate and the Lender’s right to receive the Put Put/Call Price shall be secured immediately due and payable without any further action or notice by any party. For the Collateral and avoidance of doubt, any related guarantees under the Loan Documents. LenderPurchaser’s right election not to exercise the Put Option shall with respect to a given Put Option Event will not be transferred preclude such Purchaser from exercising the Put Option with respect to a continuing or assigned to any third partysubsequent Put Option Event.

Put Option. The Company Tower hereby grants to Lender an option TIC the right (the “Put Option”"PUT OPTION"), during the period commencing on the Effective Date (as defined below) to sell all or any portion part of the Issued Shares Equipment and the rights purchased pursuant to the Equipment Agreements to which such Equipment relate (together the “Put Shares”"PURCHASED ASSETS") to Tower, in consideration for the Company for a total purchase price of $195,000aggregate consideration paid by TIC, pro-rated for any portion thereof in connection with such Purchased Assets (hereinafter, the “Put Price”"PURCHASE PRICE" as more fully defined in Section 3 hereof). The Put Option TIC 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 on all or part of no further force or effect. The Put Option shall be exercisable the Purchased Assets by Lender’s delivery of delivering a written notice to the Company Tower (the “Put Notice”"PUT NOTICE"). The Put Notice , and upon receipt, Tower shall specify be obligated to purchase such Purchased Assets and pay the date on which the closing Purchase Price within fifteen (15) days of the purchase receipt of the Put Shares shall take place (the “Put Closing Date”)Notice, which or such later date as directed by TIC, provided, that such payment shall be no earlier than ten (10) days but made no later than thirty (30) days from the date of the Put Noticeconsummation of the Investment. On or before the Put Closing Date, Lender will deliver Notwithstanding anything 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 contrary herein the Put Option is an Obligation secured by may only be exercised in the Collateral event and any related guarantees to the extent that the Purchased Assets have not been uncrated, used or installed for the benefit or in the facilities of a party other than Tower and if TIC elects under the Loan Documents, and for so long as the Put Option is outstanding andto sell to Tower any of the Purchased Assets labeled as belonging to a Set of Equipment in Annex A1 or A2, at the discretion of Tower, TIC shall also sell all or part of the other Purchased Assets belonging to such Set of Equipment to Tower, provided that if exercisedthe relevant Supplier does not supply any portion of a Set of Equipment to Tower, 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 TIC shall not be transferred or assigned required to any third partysell to Tower such portion(s) of the Set of Equipment.

Put Option. The Company hereby grants to Lender an option During the period beginning on the Closing Date and ending on the date that is 120 days following the Closing Date, the Buyer or any Permitted Assignee (the as defined herein) (individually and collectively for purposes of this Section 1(e), a “Put OptionHolder”) will have the right, at any time and from time to sell time, to require the Company to purchase all or any portion of the Issued Shares Put Holder’s Notes (the “Put SharesRight”), provided that the aggregate amount of such Put Right shall not exceed $7,500,000 aggregate principal amount. Any Put Holder may exercise the Put Right by delivering written notice in substantially the form attached hereto as Exhibit B (the “Put Notice”) to the Company stating that such Put Holder is exercising its Put Right, the principal amount of Notes for a total which the Put Right is being exercised and the date on which the Company shall purchase price of $195,000, pro-rated for any portion thereof such Notes from the Put Holder (the “Put Price”). The Put Option may which date shall be exercised with respect to any amount that is equal to or no less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the three Business Days and no more than five Business Days 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 on 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 Notice was delivered to the Company (the “Put NoticePayment Date”)). On the Put Payment Date, (i) the Put Holder will have completed delivery to the Trustee of the Notes subject to the Put Notice for cancellation, (ii) the Escrow Agent will pay to the Put Holder, pursuant to the terms of the Escrow Agreement, by wire transfer in immediately available funds without setoff or deduction, the principal amount of Notes subject to the Put Notice, (iii) the Company will pay to the Put Holder, by wire transfer in immediately available funds, the accrued and unpaid interest on such Notes subject to the Put Notice to and including the Put Payment Date, and (iv) to the extent less than all of the Put Holder’s Notes are subject to the Put Notice, the Company will deliver a new Note to the Put Holder reflecting the remaining principal amount of the Notes. If the Notes are held in global form through The Depository Trust Company (“DTC”), delivery of the Notes may be completed through the facilities of DTC by crediting the account of the Buyer’s prime broker with DTC through its Deposit or Withdrawal at Custodian system if the Company is then a participant in such system. The Put Notice shall specify the date on which the closing of the purchase of the Put Shares Right shall take place (at the “Put Closing Date”)offices of Xxxxx Xxxxxxx LLP, which One Financial Center, Xxxxxx, Xxxxxxxxxxxxx 00000, or at 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 other place 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 partyparties may mutually agree.

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.

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. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event, PRF shall be deemed to have automatically and simultaneously elected to have the Assignors repurchase from PRF 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 Change of Control Notice shall describe in reasonable detail the terms of the proposed Change of Control transaction, including the identity of the other party or parties to such transaction. The Company and Lender acknowledge and agree that shall supplement the CompanyChange 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 obligation determination of whether or not to purchase elect to exercise its Put Option with respect to the Issued Shares from Lender transaction described in the Change of Control Notice, the terms of the proposed transaction change materially, the Company shall provide PRF a new Change of Control Notice. [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the 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 partyCommission.

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 Company with at least five days' prior written notice of his intent to exercise such option. Such notice shall take place (include the “Put Closing Date”)identification of the shares to which the put option exercise relates, which such date and shall be no earlier than ten (10) days but no later than thirty (30) days from accompanied by the date of certificates for the Put Notice. On or before shares with respect to which the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (exercise relates duly endorsed for transfer transfer, free and clear of any liens or encumbrances. Consultant represents and warrants that all shares with respect to 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 damages incurred by Lender 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 accompanied an entity or person designated by duly executed stock powers in blank) the Company), for cash, within five business days alter its receipt of Consultant's notice of exercise and the Company shall tender shares with respect to Lender which the Put Price in cash by wire transfer of immediately available funds to an account exercise relates, at a bank designated by Lenderprice 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 low bid and high asked price of such securities on such trading day in the over-the-counter market. The Company and Lender acknowledge and agree that the Company’s obligation put option provided to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured Consultant by the Collateral and any related guarantees Company 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 this Section 15 shall be secured assignable by Consultant during his lifetime only to a trust with respect to which Consultant is the Collateral settlor or grantor 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 partytransferable only by operation of his will.

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

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 commence upon notice to the Purchaser received during the three-month period described in the preceding sentence. 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. Concurrent with receipt of payment in cash, the Seller shall deliver to the Purchaser a stock certificate or 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, 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 extend to all the shares of UStel Common Stock received by the Seller pursuant to this Agreement. 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. In addition, during the one-year period following the Closing hereunder, if the Purchaser registers any of its securities but fails to include the Seller's securities therein pursuant to the terms and conditions of Section 7.02 hereof, then the Put shall extend to 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 assigned 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 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 exercise of the Put, as it would have been entitled to do or receive after the occurrence of any such event had the Put been exercised immediately prior to the occurrence of any such event. All "put" rights of the Seller also shall be held, in identical form, by any persons who were shareholders of the Seller as at June 30, 1996 (and any finders paid by the Seller in connection with this transaction) and receive distributions of all or any of the Shares from the Seller; provided, however, that such "put" rights may only be exercised upon one-half of the Shares distributed to any third partysuch 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 register any Shares within one (1) year of the date hereof, the failure to include any Shares in any registration statement, etc.) in which event such person shall be entitled to exercise the "put" rights upon all of the Shares distributed to such person.

Put Option. The Company hereby grants Holder shall have the right and option, but not the obligation, to Lender an option (the “Put Option”) cause GAMCO to sell purchase all or any portion of the Issued Shares Unpaid Principal Amount of this Note (the “"Put Shares”Option") to on December 17, 2007 (the Company "Exercise Date") for a total purchase price in cash equal to 100% of $195,000, pro-rated for any portion thereof the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Exercise Date (the “"Put Price”Consideration"). 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 Consideration shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice payable 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 Holder by wire transfer of immediately available funds on the Exercise Date against the delivery to an account at GAMCO of this Note duly endorsed to it or in blank; provided, however, that if only a bank designated by Lender. The Company portion of the principal amount of this Note is being purchased, then concurrently with such delivery GAMCO shall duly execute and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant deliver to the Put Option is an Obligation secured by Holder a new Note of the Collateral and any related guarantees under same tenor as this Note but with a principal amount equal to the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is principal amount of this Note 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 Documentsbeing purchased. Lender’s right In order to exercise the Put Option, the Holder must deliver a written notice of its election to exercise to GAMCO at least 30 days prior to the Exercise Date. The closing of any exercise of the Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the Exercise Date, or at such other time and place upon which the Holder and GAMCO shall agree. Change of Control Put Option ---------------------------- If a Change of Control or a Key Executive Change occurs at any time, the Holder shall have the right and option, but not the obligation, to cause GAMCO to purchase on the Change of Control Exercise Date (as defined below) all or any portion of the Unpaid Principal Amount of this Note (the "Change of Control Put Option") for a purchase price in cash equal to 101% of the principal amount of the Note to be transferred purchased plus accrued and unpaid interest thereon to but excluding the Change of Control Exercise Date (the "Change of Control Put Consideration"). The Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Change of Control Exercise Date against the delivery to GAMCO of this Note duly endorsed to it or assigned in blank; provided, however, that if only a portion of the principal amount of this Note is being purchased, then concurrently with such delivery GAMCO shall duly execute and deliver to the Holder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. GAMCO shall give the Holder prompt written notice if a Change of Control or a Key Executive Change occurs (a "Notice"). In order to exercise the Change of Control Put Option with respect to any third partyChange of Control or Key Executive Change, the Holder must deliver a written notice of its election to exercise to GAMCO within 30 days after it has received the Notice relating thereto and the closing of any exercise of the Change of Control Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the 30th day after GAMCO receives such written notice, or at such other time and place upon which the Holder and GAMCO shall agree (the "Change of Control Exercise Date").

Put Option. On each of the 270th day and 540th day following the Original Issue Date (each such date, a "Put Date" and the 60th day following a Put Date, a "Put Payment Date"), the Holder shall have the right, at its sole discretion (the "Put Right"), to require the Company to prepay all or a portion of the then outstanding principal amount and interest under the Debenture by delivering to the Company a written notice (a "Put Notice"), specifying therein the outstanding principal amount and interest subject to the Put Right. Subject to the right to deliver shares of Common Stock as described in the immediately following sentence, not later than the Put Payment Date, the Company will pay and deliver to the Holder exercising its Put Right, free of any claim of subordination, an amount of cash (in immediately available funds) equal to the sum of: (i) the principal amount of the Debenture to be prepaid, plus all accrued and unpaid interest thereon (each as indicated in the Put Notice), and (ii) all other amounts, costs, expenses and liquidated damages then owing in respect of such principal amount (the "Put Price"). The Company hereby grants may deliver a written notice to Lender an option the Holder no later than 20 Trading Days prior to the applicable Put Date (a "Company Notice"), indicating therein its intention not to pay in excess of a maximum dollar amount in cash as part of any subsequent Put Price (the “"Maximum Cash Amount"), in which case, in response to a Put Option”Notice, the Company shall: (i) pay to sell all or the Holder the Maximum Cash Amount no later than the Put Payment Date and (ii) deliver to the Holder not later than the third Trading Day following the applicable Put Date a number of shares of Common Stock equal to the quotient obtained by dividing (A) the difference between the Put Price and the Maximum Cash Amount by (B) the average of the Per Share Market Values for the five Trading Days preceding the Put Date. The Company's obligations to deliver shares of Common Stock pursuant to this Section 5 shall be subject to the provisions of Section 4(b)(ii) and (iii) hereof. If the Company shall fail to timely deliver a Company Notice to the Holder, the Company will be required to pay the entire Put Price in cash. If any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price cash portion 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 not be secured by paid on or prior to the Collateral Put Payment Date, then, notwithstanding anything herein to the contrary, the Holder shall have the right, no later than 20 Trading Days following the Put Payment Date, to either (i) rescind the Put Notice or (ii) convert all or a portion of the principal amount and any related guarantees interest under the Loan Documents. Lender’s right Debenture previously subject to exercise the Put Option shall not be transferred Right at a conversion price equal to the lower of (A) the Conversion Price and (B) the average of the Per Share Market Values during the ten Trading Days immediately preceding either the Put Payment Date or assigned to any third partythe date the Holder rescinds the Put Notice, whichever is lower.

Put Option. The Company hereby grants to Lender an option Beginning on the Initial Closing Date and ending on the date that is six months after the Initial Closing Date (the “Put OptionExercise Period”), the Company shall have a one-time right, but not an obligation, to exercise the Put Option by electing on any Trading Day during the Put Exercise Period (the date of the notice of such election in the United States, the “Put Exercise Date”) to sell all or any portion to the Purchaser, and if such right is exercised, the Purchaser shall have the obligation to purchase from the Company, up to US$20,000,000 (the “Maximum Put Amount;” such elected Put Option amount, the “Aggregate Put Price”) worth of the Issued Shares additional shares of Common Stock (the “Put Shares,” and, together with the Initial Shares, the “Shares”) at a price per share equal to 112.5% of the average of the closing prices of the Common Stock, as reported by Nasdaq, during the 10 Trading Days ending on the Trading Day immediately preceding the Put Exercise Date) pursuant to the terms and conditions set forth in this Section 1.4. Notwithstanding the foregoing, the Company for may only deliver a total purchase price of $195,000, pro-rated for any portion thereof Put Notice (as defined below) exercising the “Put Price”). The Put Option may be exercised with respect to if, following the Initial Closing Date, there has not occurred 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 events: (the “Put Period”): i) a Change in Control (aas defined below), (ii) the ten a Bankruptcy Event (10as defined below) Business Day period commencing on the first anniversary hereof, or (biii) a Third Party (as defined below) acquiring or exclusively licensing rights from the ten Company to the Compound (10as defined in the Termination and Transition Agreement) Business Day period commencing and/or Product (as defined in the Termination and Transition Agreement) in the Territory (as defined in the Termination and Transition Agreement) under an arrangement in which the Company has no right to record on its own behalf the date which is nine (9) months after the date that the registration statement gross invoice amounts charged to third parties for the registration sales of the Issued Shares is declared effective by Product in the SEC Territory. If not exercised during On the Put PeriodExercise Date, the Put Option Company shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written provide electronic notice to the Company Purchaser (the “Put Notice”), at the electronic mail address of the Purchaser specified in Section 9.6, of its election to exercise the Put Option and the number of shares of Common Stock that the Company is electing to be subject to the Put Option. The Purchaser shall purchase and pay for the Put Notice shall specify Shares (the “Put Closing”) on the twentieth Trading Day following the date on which the closing of the purchase of the Put Shares shall take place Notice, unless another Trading Day is otherwise agreed to by the Company and the Purchaser (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 (i) the Company shall sell to the Purchaser the Put Shares, free and clear of any liens and encumbrances, (ii) the Purchaser shall pay the Aggregate Put 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 by wire transfer of immediately available funds denominated in U.S. dollars to an the account at a bank of the Company previously designated in writing to the Purchaser, and (iii) the Company shall deliver to the Purchaser the Put Shares, represented by Lender. The Company and Lender acknowledge and agree that Restricted Electronic Shares, which Restricted Electronic Shares shall be subject to the Company’s obligation to purchase the Issued Shares from Lender legends required pursuant to Section 2.12 hereof. Notwithstanding 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 exercisedforegoing, the Put Price is not yet tendered, the Lender’s right maximum number of Shares that may be subject 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 exceed an amount that, when aggregated solely with the Initial Shares held by the Purchaser on the Put Exercise Date, would cause the Purchaser’s beneficial ownership (measured as of the Put Exercise Date after giving pro forma effect to the issuance of the Put Shares) to exceed 9.99% of the total number of shares of Common Stock then outstanding (as calculated in accordance with the rules and regulations promulgated under the Exchange Act (as defined below)) and the number of Put Shares shall be transferred or assigned automatically reduced on the Put Exercise Date to any third partythe extent otherwise in excess of such maximum number.

Put Option. The (a) Within ten (10) days following the giving of notice of a proposed event that would constitute a Put Triggering Event, any Member that is entitled to elect to have its entire Membership Interest purchased pursuant to the provisions of this Section 7.12 (the “Put Member”) may require the Company hereby grants to Lender an option purchase the Put Member’s entire Membership Interest (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to by notifying the Company for a total purchase price of $195,000, pro-rated for any portion thereof (that the “Put Price”). The Member is electing 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 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 failure to timely deliver an unconditional exercise of the Put Notice Option shall specify be deemed an election by the date on which Put Member not to exercise the closing Put Option. If the Put Triggering Event was the occurrence of an event described in Section 5.2(c), the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Member’s Membership Interest shall be no earlier than ten at a price equal to the amount, as determined by the Accountants, the Put Member would receive based on its Membership Interest were the Company to liquidate all of its assets at their fair market value (10as determined in accordance with subsection (c) days but no later than thirty (30below) days from as of the date of the Put Notice. On or before If the Put Closing DateTriggering Event was the occurrence of an event described in Section 5.11, Lender will deliver the purchase of the Put Member’s Membership Interest shall be at a price equal to the Company per unit price at which the certificate(s) representing existing Manager and its Affiliates are Transferring their interest to the proposed successor Manager and its Affiliates (in either event, the applicable purchase price for the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and Member’s Membership Interest is hereinafter referred to as the Company shall tender to Lender “Put Price”). If the Put Price Triggering Event was the occurrence of an event described in cash by wire transfer Section 5.11, the proposed Transfer of immediately available funds interests or other proposed transaction that would result in a change of Manager shall not be 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 close prior to the Put Option is an Obligation secured by expiration of 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 ten (10) day period afforded to exercise the Put Option and, if the Put Member exercises the Put Option, such Transfer or other transaction shall not be transferred permitted to close unless the purchase of the Put Member’s Membership Interest in accordance with this Section 7.12 closes prior to or assigned concurrently with such closing (unless such closing is delayed or does not occur due to any third partya default by the Put Member). The closing shall take place in accordance with the terms of this Section 7.12.

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 bear all costs and expenses incurred in connection with the determination of the Fair Market Value for purposes of the Put Option 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 Holder in connection with such determination. In connection with the exercise of the Put Option, the Per Share Schaden Purchase Amount (as defined in Section 3.3) will be paid in connection with the determination of Fair Market Value, pursuant to the last paragraph of the definition of Fair Market Value, and will not be transferred or assigned paid pursuant to any third partySection 3.3.

Put Option. The Company hereby grants At any time after the expiration of the Seasoning Period, if as of such time the Non-Defaulting Partner has not delivered a Default Call Notice pursuant to Lender an option Section 3.03, either Partner (the “Put Option”"ELECTING PARTNER") may, subject to sell all or any portion the following terms and conditions, elect to put its Percentage Interest in the Joint Venture to the other Partner (the "PURCHASING PARTNER") at an aggregate purchase price (the "PUT PRICE") equal to $125 million plus the Electing Partner's Percentage Interest of the Issued Shares Joint Venture's net working capital (excluding work-in-process inventory) all as determined in accordance with GAAP as of the date the Put Notice (as defined below) is issued (the “Put Shares”amount of such net working capital being evidenced by a certificate of the Joint Venture's chief accounting officer) which shall be paid by the Purchasing Partner in the following order: first: to the Company for a total purchase price lenders under the Credit Agreement in an amount equal to all amounts payable in respect of $195,000, pro-rated for any portion thereof the Tranche A Debt (in case the Tioxide Partner is the Electing Partner) or the Tranche B Debt (in the case the Kronos Partner is the Electing Partner) outstanding under the Credit Agreement immediately prior to the closing of such sale (the “Put Price”"PUT CLOSING"). The Put Option may be exercised with respect ; second: to any the relevant obligees under all other Debt of the Joint Venture (other than Convertible Loans) in an amount that is equal to or less than the entire balance product of (x) the aggregate principal amount of such Debt outstanding immediately prior to the Put Closing and (y) the Percentage Interest of the Electing Partner immediately prior to the Put Closing; third: to the Purchasing Partner to the extent that it has outstanding Put Shares, at any time during Convertible Loans to the earlier to occur Joint Venture in respect of Fixed Operating Costs or Variable Costs owed but not paid by 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 Electing Partner from the date which is nine (9) months after 180 days prior to 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 Notice (the “Put Closing Date”), which such date shall be no earlier than ten (10as defined below) days but no later than thirty (30) days from to the date of the Put Closing; and fourth: to the Electing Partner in an amount equal to the remaining balance, if any. To exercise this put right, the Electing Partner shall deliver a written notice (the "PUT NOTICE") to the Purchasing Partner setting forth its election and a proposed date for the Put Closing, which date shall in no event be set earlier than 60 or later than 90 days after delivery of the Put Notice. On or before Promptly after delivery of the Put Notice each Partner shall file an HSR Report to report the proposed acquisition by the Purchasing Partner of the Percentage Interest of the Electing Partner (unless that acquisition does not require a filing under the HSR Act). Delivery of a Put Notice shall constitute an irrevocable agreement by the Electing Partner to sell its Percentage Interest to the Purchasing Partner, and shall obligate the Purchasing Partner to purchase such Percentage Interest, at the Put Price and on the other terms and conditions set forth in Section 4.05; provided, however, that the Purchasing Partner shall have no obligation to purchase the Percentage Interest of the Electing Partner pursuant to this Section 4.03 if as a result of a Material Adverse Development (as defined below) (i) the Fair Market Value of such Percentage Interest as of the Put Closing Date, Lender will deliver plus the aggregate principal amount (but only in an aggregate amount not to the Company the certificate(s) representing exceed the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankPrice) and of all Debt of the Company shall tender Joint Venture that is required to Lender be repaid from the proceeds of the Put Price in cash by wire transfer accordance with the first sentence 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, this Section 4.03 does not exceed (ii) the Put Price is not yet tenderedby at least $15 million. The Put Closing shall be postponed for up to 208 days from the HSR Filing Date if, as of the proposed Put Closing date set forth in the Put Notice, the Lender’s right to receive condition set forth in Section 4.05(a)(i) remains unsatisfied. If at the Put Price end of such 208-day period, such condition still remains unsatisfied, the Purchasing Partner 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.have no further

Put Option. The Company hereby grants Any Holder of the Series D Preferred Stock shall have the option to Lender an demand that TCI purchase from such Holder, and on exercise of such option, TCI shall purchase from such Holder at the “Put Price” (as defined below), all of the shares of Series D Preferred Stock held by such Holder at any time and from time to time after the occurrence of a “Put Event” (as defined below), subject to the limitations set forth in this Agreement (such option and reciprocal obligation to purchase are hereinafter referred to as the “Put”). Such Holder may exercise the Put at any time and from time to time by written notice of such exercise to TCI (the “Put OptionNotice”) to sell all or delivered at any portion of the Issued Shares (time after the “Put Shares”) to Event” The Put Notice shall be the Company for affected Holder’s demand that TCI repurchase from such Holder all, but not less than all, of the shares of Series D Preferred Stock then held by such Holder at a total purchase price of $195,000, pro-rated for 100 per share plus any portion thereof accrued and unpaid dividends through the date of the payment of such price (such amount is herein determined to be the “Put Price”). The Any Put Option may Notice shall set forth a date, which shall not be exercised less than thirty (30) calendar days nor more than sixty (60) calendar days after the date of such Put Notice and which shall be a “Business Day,” for the purchase and sale of the shares of Series D Preferred Stock 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 is exercised (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 a “Put Closing Date”). On or before the selected 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 each Holder exercising the Put Notice. On shall deliver the certificates evidencing the shares of Series D Preferred Stock held by such Holder and being sold on such Put Closing Date, duly endorsed, free and clear of all “Encumbrances,” as defined in subpart (a) below, to TCI at its principal executive office, and TCI shall on the Put Closing Date pay to such Holder an amount equal to the Put Price multiplied by the number of shares of Series D Preferred Stock that are represented by the certificates so delivered to TCI on or before the Put Closing Date, Lender will deliver . The amount payable by TCI to the Company the certificate(s) representing any Holder upon exercise of the Put Shares (duly endorsed for transfer shall be paid by Lender cashier’s check 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 Lenderfunds. The Company and Lender acknowledge and agree that the Company’s obligation If TCI is unable to purchase all of the Issued Shares from Lender shares of Series D Preferred Stock to be sold pursuant to the Put Option on the applicable Put Closing Date because it does not have adequate equity accounts to effect such repurchase under the Nevada General Corporation Law, TCI shall notify such Holders of the number of Shares TCI is an Obligation secured so unable to purchase, and TCI shall purchase (on a pro rata basis among all Holders making the Put on the basis of the number of shares held) all of the shares of Series D Preferred Stock that TCI is then permitted to purchase without violating the capital requirements of the Nevada General Corporation Law, and TCI shall purchase the remaining shares covered by a Put as soon thereafter as is possible without violating such equity requirements. For these purposes the Board of Directors of the Corporation shall make and shall be deemed to have made all reasonable findings of fact, consistent with their fiduciary obligations, in support and in favor of making funds available for purchase of the Shares covered by a Put under the Nevada General Corporation Law. To the extent that TCI is not able to purchase all Series D Preferred Stock covered by the Collateral and Put Notice because of inadequate equity to do so, or because of any related guarantees under other legal constraints that are not the Loan Documentsresult of any action or omission of the exercising Holder, the obligation to pay the remaining Put Price shall, to the extent permitted by applicable law, become a general unsecured obligation of TCI to the exercising Holder, and the accrual rate for so long calculating cumulative dividends on such shares shall increase as provided in Section 8 below. By presenting a Put Notice to TCI, each signatory to such Put Notice makes in form and substance each and every one of the following representations, warranties and covenants to TCI with respect to the shares of Series D Preferred Stock subject to such 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.Notice:

Put Option. The Company hereby grants to Lender an each Holder a put option (the “"Put Option”") entitling the Holder, at its election, to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total and to require the Company to purchase price of $195,000on the terms and conditions and in the manner stated herein and to the extent permitted by applicable law, pro-rated for any portion thereof all (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or and not less than the entire balance all) of the outstanding Put SharesWarrant Shares underlying such Holder's Warrant, at any time during and, upon the earlier to occur exercise 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 by the Holder, the Company agrees to purchase the Warrant Shares that such Holder desires to sell, all on the terms and shall be of no further force or effectsubject to the conditions and in the manner set forth herein. The Put Option shall be exercisable at any time after December 31, 2001, prior to the expiration, redemption or cancellation of the Warrants upon receipt by Lender’s delivery the Company 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 Holder stating its intent to exercise the Put Option (the "Put Exercise Date"). The purchase price payable by the Company to a Holder upon exercise of the Put Option (the "Put Sales Price") shall not be transferred or assigned equal to any third partythe product of (i) 5.5 times the Company's earnings before interest, taxes, depreciation and amortization for the trailing twelve-month period ending on the calendar month end immediately prior to the Put Exercise Date (as determined in accordance with GAAP, subject to normal recurring year-end adjustments with respect to the then current fiscal year), MINUS (x) all Indebtedness of the Company outstanding as of the end of the month immediately preceding the Put Exercise Date, and PLUS (y) all cash and cash equivalents held by the Company as of the end of the month immediately preceding the Put Exercise Date, each as reflected in the Company's books and records, MULTIPLIED BY (ii) a fraction, the numerator of which shall equal the number of Warrant Shares subject to such Put Option, and the denominator of which shall equal the total number of shares of Common Stock outstanding on the Put Exercise Date, determined on a fully diluted basis. Notwithstanding the foregoing, the Put Option granted by this Section 2.02 shall terminate and be of no further force and effect upon the earlier to occur of (A) the consummation of a Qualified Public Offering, and (B) December 31, 2004.

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 Funding Date to Lender an option and including the end of 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 after the earlier of the Issued Shares occurrence of a Put Option Event or 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 Purchaser the Assigned Interests at the Put/Call Price; provided that during the occurrence and continuation of (x) a total purchase price of $195,000, pro-rated for any portion thereof Bankruptcy Event or (the “Put Price”). The y) a Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Event described in clause (d)(i) 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 Perioddefinition thereof, the Put Option shall terminate shall, in each case, be exercisable immediately and shall be of no further force or effect. The for so long as such Put Option Event continues by the Purchaser. In the event Purchaser elects to exercise its Put Option, Purchaser 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 the 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. Failure to provide notice by such times will be deemed an irrevocable waiver of the right to exercise the Put Option. 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 occurrence of a Bankruptcy Event, Purchaser shall be deemed to have automatically and any related guarantees under simultaneously elected to have the Loan Documents, Company repurchase from Purchaser the Assigned Interests for the Put/Call Price in cash 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 Put/Call Price shall be secured immediately due and payable without any further action or notice 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.

Put Option. The Company hereby grants Not less than 60 days prior to Lender an option the Put Date, the Trustee shall furnish to the Holders of the Notes a written notice in the form attached as Exhibit C hereto (the “"Put Notice") together with a reminder of the Put Date. On the Put Date, each Holder of a Note will have the unilateral right to require, upon delivery of an executed Put Notice (and provided that such Put Notice is not withdrawn) that the Company repurchase, in whole or in part (provided that, if in part, the amount of the Note that the Holder shall require the Company to repurchase shall be in an amount equal to U.S.$10,000 or any integral multiple thereof) a Note held by it (the "Put Option”") to sell all or any portion of the Issued Shares (the “Put Shares”) for a payment equal to the Company for a total purchase price sum of $195,000(i) the aggregate then outstanding principal amount of such Note, pro-rated for any portion thereof (ii) all accrued but unpaid interest on the “Note at the applicable interest rate then applicable to the Notes through and excluding the Put Price”). The Put Option may be exercised Date and (iii) all other amounts then due and payable on or with respect to any amount that the Note (the "Put Price"). Following the repurchase of a Note by the Company, such Note (or part thereof) shall be cancelled, unless such repurchase is equal to in part, in which case the Note shall be reissued (or less than the entire balance records of the outstanding Put Shares, at any time during the earlier to occur Trustee on behalf of the following Put Option exercise periods (Company adjusted) in such manner as 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 Trustee deems appropriate to give effect to the Company (the “Put Notice”)same. The Put Notice shall specify be given to the date Company by such Holder by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Put Date. The Company shall pay the Put Price (in immediately available funds in U.S. dollars) to the Trustee (on which the closing behalf of the purchase Holders of the Notes) on the Put Shares Date. At least one Business Day prior to any Put Date, the Company shall take place (deposit with the “Trustee an amount of funds sufficient to pay the Put Closing Date”), which such date shall Price with respect to all Notes to be no earlier than ten (10repurchased. For so long as any outstanding Certificated Note is held by the Trustee in accordance with this Section 2.01(l) days but no later than thirty (30) days from and the date terms 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 depositor of such Note and not yet tendered, the Lender’s right to receive the Put Price Trustee shall be secured by deemed to be 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 partyholder of such Note for all purposes.

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 “"Notice"), and (b) surrendering to the Company, or its agent, the certificates, properly endorsed for transfer, representing the Shares to which the Put Notice”)Option is being exercised within fifteen (15) days of delivery of the Notice to the Company. The Put Notice Date shall specify be the date on which day the closing of Company receives the Notice. The purchase of the Put Shares shall take place price (the “Put Closing Date”), which such date shall "Option Price") for each Share to 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 purchased pursuant to the Put Option is an Obligation secured by shall equal (A) the Collateral and any related guarantees under greater of the Loan Documents, and for so long as Purchase Price or the Put applicable exercise price (in the case of 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.Shares) (without interest)

Put Option. The Company hereby Subject to the terms and conditions set forth ---------- herein, St. Mary irrevocably grants and issues to Lender an FJOG and BWOG a Put Xxxxon whereby FJOG and BWOG shall have the right and option to require St. Mary to purchase from FJOG and BWOG, upon five days advance written notice by delivering a Put Exercise Notice, all of the Shares of St. Mary Stock issued to FJOG and BWOG under the PSA at a purchase prxxx (the “"Put Payment Price") of $71,593,795 together with interest thereon at the rate of two percent above the one-year LIBOR rate (London InterBank Offered Rate) in effect at the closing (the "Closing") of the transaction pursuant to which NPC Inc. has acquired substantially all of the oil and gas assets of the FJOG and BWOG (the "Acquisition") and with such interest adjusted on each one year anniversary of the Closing, compounded annually, with such interest due and payable upon exercise of the Put Option”) to sell all or any portion . It is the intention of the Issued Shares (parties that St. Mary shall pay to FJOG and BWOG for exercise of this Put Option xxx exact amount, including both principal and interest, that FJOG and BWOG shall be required to pay to St. Mary under the “Nonrecourse Secured Promissory Note dated Xxnuary 29, 2003. It is further intended that FJOG and BWOG shall have the full right to offset all sums owed to St. Mary under the Nonrecourse Secured Promissory Note against sums Xx. Mary shall owe to FJOG and BWOG as a result of their exercise of txxx Put Shares”) Option. Notwithstanding anything to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (contrary contained in 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 Periodforegoing, the Put Option Payment Price shall terminate not however include any interest accrued on the Nonrecourse Secured Promissory Note from and shall be after two years and six months following the Closing or any default interest on such non-included interest or the costs of no further force or effectcollection of such non-included interest. The Such 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 at any time 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 date that the Company’s obligation loan by St. Mary to purchase the Issued Shares from Lender FJOG and BWOG pursuant to the Put Option is an Obligation secured by Nonrecourse Securex Xromissory Note (the Collateral "Note") matures and any related guarantees becomes repayable to St. Mary in full pursuant to the terms of the Note and shall be xxercisable only for all, and not a portion, of the Shares of St. Mary Stock issued 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 partyPSA.

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 such Company Stockholder in the Collateral Put Notice. Delivery of the Exercised Put Option Shares (or the Affidavit, if applicable) and any related guarantees under the Loan Documents, and for so long as tender of the Put Option is outstanding and, if exercisedPurchase Price shall each be deemed to be conditions precedent to the other. For purposes hereof, the “Put Price is not yet tenderedOption Purchase Price” with respect to a Company Stockholder’s Put Option Shares shall be equal to the product obtained by multiplying: (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 Lender’s right number of Put Option Shares shall be proportionally adjusted in the event of any reclassification, stock splits or reverse splits, stock dividends or similar events, as the case may be, with respect to receive the Parent Common Stock during the period from the Closing Date through the date immediately prior to the Put Price Date. For purposes of this Section 2.10, the “Put Date” shall mean, with respect to a Company Stockholder exercising the Put Option, the Business Day specified in the Put Notice delivered by such Company Stockholder on which the purchase of the Exercised Put Option Shares by Parent will occur, which date shall be secured by no less than 5 Business Days after the Collateral date on which the Put Notice is delivered to Parent and any related guarantees no more than 10 Business Days after the date on which the Put Notice is delivered to Parent. Notwithstanding anything contained in this Section 2.10 to the contrary, Parent shall be under the Loan Documents. Lender’s right no obligation to exercise tender the Put Option shall not be transferred or assigned Purchase Price to any third partyCompany 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 at least 50,000 shares per Trading Day (both of which being subject to appropriate adjustment in the event of any reclassification, stock splits or reverse splits, stock dividends or similar events, as the case may be, with respect to the Parent Common Stock).

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 the date of after the Put Notice. On or before Date, on which the Put Closing Option shall be exercised (the "Put Exercise 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 "). Notwithstanding the Put Price in cash by wire transfer as stated above, if during the period commencing on the first anniversary of the Closing Date and ending on the date 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 preceding the Put Option is an Obligation secured by Date (the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised"Testing Period"), the Put average Closing Bid Price is not yet tenderedof the Common Stock for each Trading Day during the Testing Period equals or exceeds $7.50 (as adjusted for any events specified in Paragraph VI C. of the Series B Certificate of Designation), the Lender’s right to receive then the Put Price shall be secured equal to one hundred percent (100%) of the Exchange Amount of the Transferred UPC Securities then owned by the Collateral Company and any related guarantees to be purchased by the Purchaser under the Loan DocumentsPut Option. Lender’s right Notwithstanding anything to exercise the Put Option contrary herein, the Purchaser shall not be transferred 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 assigned to modified in any third partymanner 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.

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, 2004 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding October 15, 2004 (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"). Such Put Notice shall be given no later than 9:00 a.m. (New York time) on October 8, 2004. The Calculation Agent shall give the Put Option may be exercised with respect to any Notice if the holders of a majority in principal amount that is equal to or less than the entire balance of the outstanding Notes request the Calculation Agent to give the Put SharesNotice, in which event the Put Notice shall be 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 any time the Redemption Price on October 15, 2004. 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, 2004. RESET OF INTEREST RATE FOR FIXED RATE PERIOD If the Calculation Agent has not delivered the Put Notice to the Company in accordance with the terms set forth under "Put Option" above, the Company and the Calculation Agent, on October 8, 2004, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the earlier Fixed Rate Period. All references to occur of the following Put Option exercise periods specific hours are references to prevailing New York time. Each notice, bid or offer (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 including those given by the SEC . If not exercised during the Put Period, the Put Option Reference Dealers [as defined below]) shall terminate be given telephonically and shall be confirmed as soon as possible by facsimile to each of no further force or effectthe Calculation Agent and the Company. The Put Option shall be exercisable times set forth below are guidelines for action 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 Calculation Agent, and each shall tender use its best efforts to Lender the Put Price in cash by wire transfer of immediately available funds adhere to an account at a bank designated by Lendersuch times. The Company and Lender acknowledge and agree that shall use its best efforts to cause the Company’s obligation Reference Dealers 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 Documentstake all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, and for so long as the Put Option is outstanding andAND PURCHASE DESIGNATED TREASURY BONDS FROM, if exercisedTHE 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, the Put Price is not yet tendered2004. 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 Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan DocumentsTHE 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. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyTHE 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 (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 an the Administrative Agent for the account at a bank designated by Lender. The Company and Lender acknowledge and agree that of the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, 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 partyPurchasers.

Put Option. The Company hereby grants In the event and to Lender an option the extent that (i) the Xxxxxxx Group shall timely exercise the Purchase Option in accordance with Section 1 above, and (ii) the First and Second Call Option Periods shall have expired without the Recovery Group having purchased up to the 23,809,524 Option Shares at the First or Second Call Option Price, whichever is applicable, from the Xxxxxxx Group, to the extent that the Xxxxxxx Group shall continue to own of record any Option Shares, during the five (5) month period commencing July 31, 2010 and ending December 31, 2010 (the “"Put Option Period"), the Xxxxxxx Group shall have the irrevocable right and option, but not the obligation (the "Put Option”") to sell all or any portion to Rineon Group, Inc., a Nevada corporation ("Rineon") and, by its execution of the Issued Shares (the “Put Shares”) this Agreement, Rineon shall be obligated to the Company purchase, for a total purchase price of $195,000, pro-rated for any portion thereof 0.25 per Option Share (the “"Put Option Price”"), all and not less than all of the remaining Option Shares owned by the Xxxxxxx Group during the Put Option Period. The Unless otherwise agreed by Xxxxxx, 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 only one occasion during the Put Option Period, and may be exercised by written notice given by the Xxxxxxx Group to Rineon (the "Put Option Notice"). In the event and to the extent that the Xxxxxxx Group shall timely exercise the Put Option Option, Rineon shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice pay 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 Xxxxxxx Group in cash or by wire transfer of immediately available funds an amount equal to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation number of Option Shares required to purchase the Issued Shares from Lender pursuant to be purchased upon exercise of the Put Option is an Obligation secured multiplied by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding andPrice per share, if exercised, within ten (10) Business Days after 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 Xxxxxxx Group's delivery of the Put Option Notice to Rineon of exercise of the Put Option. Upon receipt of the foregoing payment, the Xxxxxxx Group shall deliver to Rineon stock certificates evidencing all, and not be transferred or assigned less than all, of the Option Shares being purchased upon exercise of such Put Option, duly endorsed for transfer to any third partyRineon.

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 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 assignable by the Collateral and Holder at 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 time in whole or assigned to any third partyin part.

Put Option. The Company hereby grants Following the occurrence of any of (i) the signing of a definitive written agreement with respect to Lender a Product Exit (it being understood that, for the avoidance of doubt, the signing of a definitive written agreement with respect to a Specified Transaction shall not constitute a Product Exit and shall not constitute a Put Option Event (as defined below), but that the consummation of such Specified Transaction other than in compliance with Section 5.12(e) shall constitute a Product Exit and shall constitute a Put Option Event), (ii) a Change of Control or (iii) an option Event of Default other than a Seller Bankruptcy Event of Default (each of the foregoing events set forth in clauses (i), (ii) and (iii), a “Put OptionOption Event”), Buyer may elect by notification to Sellers in writing (a “Put Option Notice”) to sell all or any portion the remainder of the Issued Shares (the “Put Shares”) Sold Assets to Sellers in exchange for an amount in cash equal to the Company for Put/Call Payment Amount. In the event that Xxxxx delivers a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect Notice to any amount that is equal to or less than Sellers, then upon the entire balance later of (i) the occurrence of the outstanding Put Shares, at any time during the earlier to occur of the following applicable Put Option exercise periods Event and (the “Put Period”): (aii) 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 is [***] ([***]) Business Days following receipt of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the a Put Option Notice from Buyer, Sellers shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice pay to Buyer 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 Put/Call Payment Amount by wire transfer of immediately available funds to such account or accounts as an account at a bank designated Authorized Buyer Representative shall designate both orally by Lendertelephone and in writing to Sellers. The Company Upon such payment by Sellers to Buyer of the Put/Call Payment Amount, no further payments of the Sold Assets shall be due to Buyer hereunder and Lender acknowledge and agree that the Company’s obligation Royalty Termination Date shall be deemed to purchase the Issued Shares from Lender pursuant have occurred. With respect to the any Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsEvent, and for so long as the if Buyer does not deliver a Put Option is outstanding andNotice to Sellers within one hundred eighty (180) days after Buyer’s receipt of written notice from Sellers (in accordance with Section 5.1(d) hereof) of the occurrence of such Put Option Event, if exercised, the Put Price is not yet tendered, the Lenderthen Buyer’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 deliver a Put Option Notice with respect to such Put Option Event shall not be transferred or assigned to any third party.terminate at the end of such one hundred eighty (180) day ​ ​ ​

Put Option. On each of the 270th day and 540th day following the Original Issue Date (each such date, a "Put Date" and the 60th day following a Put Date, a "Put Payment Date"), the Holders shall have the right, at their sole discretion (the "Put Right"), to require the Company to prepay all or a portion of the then outstanding principal amount and interest under the Debentures by delivering to the Company a written notice (a "Put Notice"), specifying therein the outstanding principal amount and interest subject to the Put Right. Subject to the right to deliver shares of Common Stock as described in the immediately following sentence, not later than the Put Payment Date, the Company will pay and deliver to the Holder exercising its Put Right, free of any claim of subordination, an amount of cash (in immediately available funds) equal to the sum of: (i) the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon (each as indicated in the Put Notice), and (ii) all other amounts, costs, expenses and liquidated damages then owing in respect of such principal amount (the "Put Price"). The Company hereby grants may deliver a written notice to Lender an option the Holders no later than 20 Trading Days prior to the applicable Put Date (a "Company Notice"), indicating therein its intention not to pay in excess of a maximum dollar amount in cash as part of any subsequent Put Price (the “"Maximum Cash Amount"), in which case, in response to a Put Option”Notice, the Company shall: (i) pay to sell all or the Holder the Maximum Cash Amount no later than the Put Payment Date and (ii) deliver to the Holder not later than the third Trading Day following the applicable Put Date a number of shares of Common Stock equal to the quotient obtained by dividing (A) the difference between the Put Price and the Maximum Cash Amount by (B) the average of the Per Share Market Values for the five Trading Days preceding the Put Date. The Company's obligations to deliver shares of Common Stock pursuant to this Section 5 shall be subject to the provisions of Section 4(b)(ii) and (iii) hereof. If the Company shall fail to timely deliver a Company Notice to the Holders, the Company will be required to pay the entire Put Price in cash. If any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price cash portion 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 not be secured by paid on or prior to the Collateral Put Payment Date, then, notwithstanding anything herein to the contrary, the Holder shall have the right, no later than 20 Trading Days following the Put Payment Date, to either (i) rescind the Put Notice or (ii) convert all or a portion of the principal amount and any related guarantees interest under the Loan Documents. Lender’s right Debentures previously subject to exercise the Put Option shall not be transferred Right at a conversion price equal to the lower of (A) the Conversion Price and (B) the average of the Per Share Market Values during the ten Trading Days immediately preceding either the Put Payment Date or assigned to any third partythe date the Holder rescinds the Put Notice, whichever is lower.