Common use of Put Option Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Put Option. The Company hereby grants to Lender an MSO shall have the option (the “"Put Option”") to sell all or any portion require the New PC, upon termination of the Issued Shares (Management Services Agreement by the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion MSO under Section 10.2 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 upon expiration of the outstanding Put Shares, at any time during the earlier to occur Term of the following Put Option exercise periods (the “Put Period”): Management Services Agreement, to: (a) Purchase from the ten (10) Business Day period commencing MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the first anniversary hereofbalance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, or including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the ten (10) Business Day period commencing MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the date Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which is nine are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇▇▇ at least twenty (920) months after calendar 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 specified in such notice to the Company (the “Put Notice”). The Put Notice shall specify as the date on which for 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 NoticeOption. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the Any exercise of the Put Option upon a Fundamental Transaction (as defined in by the Loan Agreement), as follows: The Company MSO shall send written notice be made by an aggregate payment of the proposed Fundamental Transaction amounts computed under Clauses (“Fundamental Transaction Notice”a) no later than thirty and (30b) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen this Section 2 (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentscollectively, the "Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatePrice").

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

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

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

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

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

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

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

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

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

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

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

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

Put Option. The Company 3.1. Purchaser hereby irrevocably grants to Lender an Mosaic a put option to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”) ). 3.2. Mosaic shall be entitled to sell all or any portion exercise the Put Option within a term of 10 Business Days following the Issued Shares Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put PriceOption Notice”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Notice shall also inform Purchaser of the outstanding Put Shares, at any time during bank account(s) to which the earlier to occur Purchase Price shall be transferred. 3.3. Upon receipt of the following Put Option exercise periods Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the “Put Period”): (a) Closing, fail to take the ten (10) necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise following receipt of the Put Option upon Notice by Purchaser, then Mosaic shall be liable to Purchaser for a Fundamental Transaction non compensatory penalty (as defined “multa ▇▇ ▇▇▇▇”, não compensatória) in the Loan Agreement)amount of US$250,000.00 per day, as follows: The Company shall send written notice for a maximum of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lenderdays, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s receipt or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Fundamental Transaction Notice, Lender shall advise Closing Equity Holdings and/or fail to transfer the Company whether Purchase Price within the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option above mentioned 5-Business Day period then Purchaser shall be deemed an intention liable to decline Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to accelerate the Put OptionUS$3,750,000.00. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

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

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

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

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

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

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell If all or any a portion of the Issued Shares (Stock held in a Participant's Account is subject at the “Put Shares”) time of distribution by the Trustee to restrictions under any federal or state securities laws, any regulations thereunder, or any agreement, such that the Stock distributed to the Company for Participant cannot be freely traded or is not readily tradeable within the meaning of 409(l)(1) and any Treasury Regulations promulgated thereunder, the Employer shall issue a total purchase price "put option" to any Participant who receives a distribution of $195,000, pro-rated for any portion thereof (the “Put Price”)Stock. The Put Option may be exercised with respect put option must permit the Participant to any amount that is equal sell the distributed Stock to or less than the entire balance of the outstanding Put Shares, Employer at any time during two option periods, at the earlier to occur fair market value of the shares. The first put option period is for at least sixty days beginning on the date of distribution. The second put option period is for at least sixty days beginning after the new determination of the fair market value of Stock by the Committee (and notice to the Participant) in the following Put Option exercise periods (Plan Year. The put option must provide that if the “Put Period”): Participant exercises the put option, the Employer, or the Plan if the Plan so elects, shall repurchase the Stock as follows: (a) If the ten distribution is a total distribution, payment of the fair market value of a Participant's distributed Stock shall be made either in a single sum or substantially equal annual installments over a period of time not longer than five years at the discretion of the Committee. The first installment shall be paid not later than 30 days after the Participant exercises the put option. The Plan shall pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days. (10b) Business Day period commencing If the distribution is not a total distribution, the Plan shall pay the Participant an amount equal to the fair market value of the Stock repurchased no later than 30 days after the Participant exercises the put option. (c) The Employer shall be required to purchase the Stock at the fair market price established by the current bid and asked closing prices quoted by persons independent of the Employer, (i) determined on the first anniversary hereofdate the put option is exercised if the exercise is by a disqualified person, as defined in Code 4975(e)(2), or (bii) in all other cases, determined as of the ten most recent Valuation Date. (10d) Business Day period commencing The closing for purposes of consummating the transaction under this Section shall be held at the place, on the date and at the time to which is nine (9) months after the date selling Participant and the Employer may agree, provided that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and closing shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no held not later than thirty (30) 30 days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate after the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured put option by the Collateral thereunder, and shall be immediately due and payable to Lenderselling Participant. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

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

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

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

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

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

Put Option. The Company hereby grants to Lender an option (In the “Put Option”) event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price Breaching Shareholder the number 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 Equity Securities equal to or less than the entire balance number of Equity Securities the outstanding Put Shares, at any time during Non-Breaching Shareholders would have been entitled to transfer to the earlier transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to occur of and in compliance with the terms hereof. Such sale shall be made on the following Put Option exercise periods (the “Put Period”): terms and conditions: (a) the ten price per share at which the Equity Securities are to be sold shall be equal to the greater of (10i) Business Day period commencing on the first anniversary hereofprice per share paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights under Section 2; (b) the ten within ninety (1090) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration later of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date dates on which the closing Non-Breaching Shareholders (i) received notice of the purchase Prohibited Transfer or (ii) otherwise became aware of the Put Shares shall take place (Prohibited Transfer, the “Put Closing Date”)Non-Breaching Shareholders shall, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from if exercising the date of the Put Notice. On or before the Put Closing Dateoption created hereby, Lender will deliver to the Company Breaching Shareholder the certificate(s) certificate or certificates representing the Put Shares (duly Equity Securities to be sold, each certificate to be properly endorsed for transfer by Lender or accompanied by duly executed stock powers in blanktransfer; (c) 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 DocumentsBreaching Shareholder shall, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Noticecertificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, Lender shall advise pursuant to this Section 4.2, pay the Company whether aggregate purchase price therefor and the Lender has elected amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option.Non-Breaching Shareholders; and 6.2 In addition, (d) notwithstanding the foregoing, Lender any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall have be void, and the right, but Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the obligation, to accelerate holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of the Put Option following an Event of Default any Non-Breaching Shareholder’s rights under the Loan Documents (which acceleration right provisions of this Section 4.2 shall not be waived if not exercised following deemed to be consent to or ratification of a prior Event violation of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderSection 2 hereof. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the shall issue a “Put Option”” to each Participant (or each Participant’s Beneficiary) who receives a distribution of Company Stock if, at the time of such distribution, Company Stock is not then readily tradable on an established market, as defined in Section 409(h) of the Code and the regulations thereunder. The Put Option shall permit the Participant (or the Participant’s Beneficiary) to sell all or any portion such Company Stock at its then fair market value, as determined by the Trustee in accordance with the provisions of the Issued Shares (the “Put Shares”) Section 7.8, to the Company for a total purchase price of $195,000at any time during the sixty-day period commencing on the date the Company Stock was distributed to the Participant (or the Participant’s Beneficiary), pro-rated for any portion thereof (and, if not exercised within that period, the “Put Price”)Option will temporarily lapse. The Administrator, in its sole discretion, may extend the sixty-day period referred to in the immediately preceding sentence if such an extension is necessary in order for the Company Stock to be valued by an independent appraiser as of the applicable Accounting Date coincident with or immediately preceding the date the Company Stock was distributed to the recipient. As of the annual Accounting Date coincident with or immediately preceding the Plan Year in which such temporary lapse of the Put Option occurs, the independent appraiser shall determine the value of the Company Stock in accordance with the provisions of Section 7.8, and the Administrator shall notify each distributee who did not exercise the initial Put Option prior to its temporary lapse in the preceding Plan Year of the revised value of the Company Stock. The time during which the Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing shall recommence on the date which such notice or revaluation is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective given and shall permanently terminate sixty days thereafter. The Trustee may be permitted by the SEC Company to purchase Company Stock put to the Company under a Put Option. If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Payment for Company Stock sold pursuant to a Put Option shall be exercisable by Lendermade, as determined in the discretion of the Administrator, in the following forms: (a) If a Participant’s delivery ESOP Stock Account is distributed in a total distribution (that is, a distribution within one taxable year of written notice the balance to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing credit of the purchase of the Put Shares shall take place (the “Put Closing Date”Participant’s ESOP Stock Account), which then payment for such date shall Company Stock may be no earlier than ten (10) days but no later than made with a promissory note that provides for substantially equal annual installments commencing within thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon and over a Fundamental Transaction period not exceeding five years, with interest payable at a reasonable rate (as defined in determined by the Loan Agreement)Administrator) on any unpaid installment balance, as follows: The Company shall send written notice with adequate security provided, and without penalty for any prepayment of the proposed Fundamental Transaction such installments; or (“Fundamental Transaction Notice”b) In a lump sum no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate after such Participant exercises the Put Option. Within fifteen (15) days If the Company’s charter or by-laws restrict ownership of Lender’s receipt substantially all of the Fundamental Transaction Notice, Lender shall advise outstanding Company Stock to Employees and the Trust or if the Company whether the Lender has elected to accelerate be taxed as an “S corporation” under Code Section 1361, then shares of Company Stock distributed to or for the exercise benefit of the Put Option. Lender’s failure a Participant (or his Beneficiary) must be immediately sold to timely notify the Company of Lender’s intention to accelerate in accordance with this Section and the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall Participant will not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added entitled to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lendertwo 60-day put periods. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an Investor shall have a put option (the “Put Option”) commencing on the one-year anniversary of the Closing Date (as defined below). Pursuant to the Put Option, Investor shall have the right to sell to Issuer, and Issuer shall be obligated to purchase from Investor, all or any portion of shares of Ordinary Shares purchased pursuant to this Subscription Agreement, at a purchase price per share equal to 120% of the Issued Per Share Subscription Price (the “Put Purchase Price” and, the cash payable, a “Cash Payment”); provided, however, that the Company shall have the option, at its sole discretion, to issue shares of Ordinary Shares in lieu of making a Cash Payment, of which the cost basis of each share shall equal Thirty Cents ($0.30), provided that the aggregate value of the shares of Ordinary Shares issuable to Investor in lieu of making any Cash Payment shall not exceed Three Hundred Forty-Six Thousand Eight Hundred Eight Hundred Dollars ($346,800). Investor may exercise the Put Option, in whole or in part, by delivering to Issuer a notice in writing in the form attached hereto in Schedule A (the “Put Notice”) at any time on or after the one-year anniversary of the Closing Date and prior to the Put Expiration Date (as defined below). Within five business days of receipt of the Put Notice, Issuer shall purchase the number of shares identified in the Put Notice (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds in an amount equal to an the aggregate Put Purchase Price for the Put Shares to Investor’s account at specified in the Put Notice or issue shares of Ordinary Shares to Investor or its designees in lieu of making a bank designated by LenderCash Payment pursuant to this Section 1(b); provided that payment of the Put Purchase Price or issuance of shares, as applicable, shall be subject to the delivery of the Put Shares to Issuer or Issuer’s registrar for the Shares. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding automatically terminate on the foregoing, Lender shall have date that is the right, but not the obligation, to accelerate the exercise second-year anniversary of the Put Option upon a Fundamental Transaction Closing Date and (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentssuch earlier date, the “Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateExpiration Date”).”

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

Put Option. The At any time after the date which is the second anniversary of the Effective Time and extending until the date that is 180th calendar day after such second anniversary date (such period, the “Put Exercise Period”), each of the Company hereby grants to Lender an option Stockholders, in his individual and sole discretion, shall have a right (the “Put Option”) to sell all require Parent to purchase such number of shares to the right of each Company Stockholder’s name under Column IV titled “Maximum Number of Put Option Shares” in the table set forth in Exhibit A attached hereto, that were originally issued to such Company Stockholder under this Agreement and still owned by such Company Stockholder (whether held by such Company Stockholder or any portion held by a brokerage in book entry form on behalf of such Company Stockholder) as of the Issued Shares Put Date (such remaining Parent Common Stock, the “Put Option Shares”) ), at a price equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option Purchase Price, with such purchase occurring on the Put Date. During the Put Exercise Period, each of the Company Stockholders may be exercised exercise the Put Option with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following such Company Stockholder’s Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of delivering a written notice to the Company (the “Put Notice”). The Put Notice shall specify ) to Parent instructing Parent to purchase the date on which the closing number of the purchase of the Company Stockholder’s Put Option Shares shall take place specified in such notice (the “Exercised Put Closing Option Shares”) on the Put Date”). On the Put Date, which (i) such date Company Stockholder shall be no earlier than ten (10a) days but no later than thirty (30) days from the date tender all of the share certificates evidencing the Exercised Put Notice. On or before the Put Closing DateOption Shares then held by such Company Stockholder, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankduly executed, (b) if such Company Stockholder alleges that any of any of such share certificates has been lost, stolen, or destroyed, tender an affidavit of lost certificate(s) and agreement reasonably acceptable to Parent to indemnify Parent against any claim that may be made against Parent on account of the alleged loss, theft or destruction of such certificate(s) (such affidavit and agreement to indemnify, collectively, the “Affidavit”) and (c) if any of the Exercised Put Option Shares are then held by a brokerage in book-entry form on behalf of such Company Stockholder, transfer ownership to Parent of such Put Option Shares then held by such Company Stockholder in book-entry form by means of a book-entry transfer of such Put Option Shares to an account maintained by Parent at the Parent’s transfer agent and/or with The Depository Trust Company, and (ii) Parent shall tender to Lender such Company Stockholder the Put Option Purchase Price in cash for such Exercised Put Option Shares by wire transfer of immediately available funds to in an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant amount equal to the Put Option is an Obligation secured Purchase Price pursuant to the wiring instructions provided by the Collateral and any related guarantees under the Loan Documents, and for so long as such Company Stockholder in the Put Notice. Delivery of the Exercised Put Option is outstanding andShares (or the Affidavit, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral applicable) and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise tender of the Put Option upon Purchase Price shall each be deemed to be conditions precedent to the other. For purposes hereof, the “Put Option Purchase Price” with respect to a Fundamental Transaction Company Stockholder’s Put Option Shares shall be equal to the product obtained by multiplying: (as defined A) the quotient obtained by dividing (x) One Million Dollars ($1,000,000) by (y) One Million Four Hundred Seventy Eight Thousand Eight Hundred Thirty Six (1,478,836), and (B) the Exercised Put Option Shares. For purposes of this Section 2.10, the number of Put Option Shares shall be proportionally adjusted in the Loan Agreement)event of any reclassification, stock splits or reverse splits, stock dividends or similar events, as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days case may be, with respect to the Parent Common Stock during the period from the Closing Date through the date immediately prior to the date Put Date. For purposes of this Section 2.10, the proposed consummation of the Fundamental Transaction“Put Date” shall mean, together with all relevant information relating thereto, in form sufficient respect to enable Lender to make an informed decision as to whether it should accelerate a Company Stockholder exercising the Put Option. Within fifteen (15) days of Lender’s receipt , the Business Day specified in the Put Notice delivered by such Company Stockholder on which the purchase of the Fundamental Transaction NoticeExercised Put Option Shares by Parent will occur, Lender which date shall advise be no less than 5 Business Days after the Company whether the Lender has elected to accelerate the exercise of date on which the Put OptionNotice is delivered to Parent and no more than 10 Business Days after the date on which the Put Notice is delivered to Parent. Lender’s failure Notwithstanding anything contained in this Section 2.10 to timely notify the Company of Lender’s intention contrary, Parent shall be under no obligation to accelerate tender the Put Option Purchase Price to any Company Stockholder that delivers a Put Notice to the Parent during the Put Exercise Period if for a period of ninety (90) consecutive Trading Days prior to the Put Date specified in the Put Notice (the “90 Day Period”): (X) the Closing Sale Price of each share Parent Common Stock is at least $0.88 per share; and (Y) the average daily trading volume of the Parent Common Stock, as reported on Bloomberg or the OTC Pink marketplace operated by the OTC Markets Group Inc., shall be deemed an intention at least 50,000 shares per Trading Day (both of which being subject to decline to accelerate appropriate adjustment in the Put Option. 6.2 In additionevent of any reclassification, notwithstanding stock splits or reverse splits, stock dividends or similar events, as the foregoingcase may be, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added with respect to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderParent Common Stock). 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) In the event, and ONLY in the event, that a Triggering Event shall have occurred and is continuing, during the Put Option Period, Nixon and/or his Permitted Transferees shall have the right and opti▇▇, ▇ut not the obligation (the “"Put Option”"), to cause the Purchaser and/or Blakey to redeem and repurchase, in whole or in part, all shares of ▇▇▇▇▇▇ser Common Stock owned of record by Nixon and/or his Permitted Transferees, all upon the terms and subje▇▇ ▇▇ the conditions hereinafter set forth. (b) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect by Nixon and/or his Permitted Transferee(s) only in the event and to any amount th▇ ▇▇▇ent that a Triggering Event shall have occurred and is equal continuing. Subject to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodforegoing, the Put Option shall terminate and shall may be of no further force or effect. The Put Option shall be exercisable exercised by Lender’s delivery of written notice from Nixon and/or his Permitted Transferee(s) to the Company Purchaser and Blakey (the “▇▇▇ "Put Notice”"). The , which Put Notice shall specify set forth (i) the date on ▇▇▇▇ ▇f the Person(s) exercising such Put Option, and (ii) the number of shares of Purchaser Common Stock which Nixon and/or his Permitted Transferee wishes the closing of the purchase of the Put Shares shall take place Purchaser and Blake▇ ▇▇ redeem and repurchase. (the “Put Closing Date”)c) The Purchaser shal▇, which such date shall be no earlier than ten (10) days but no ▇▇▇ later than thirty (30) days from receipt of the Put Notice, advise Nixon or his Permitted Transferee(s) in writing (the "Put Response L▇▇▇▇▇") as to (i) the date of the Put Notice. On or before proposed closing of the redemption and repurchase of the aggregate number of shares of the Purchaser Common Stock subject to the Put Closing Option and included in the Put Notice (the "Put Securities"), which date (the "Put Effective Date") shall be not later than ten (10) days from the date the EBITDA Statement is mutually agreed to between the parties; and (ii) the method of payment of the Put Option Price for such Put Securities on the Put Effective Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company if such payment shall tender to Lender the Put Price not be in cash by wire transfer of immediately available funds funds, appropriately detailed terms of payment and reasons for the deferral. In addition, the Purchaser will on or before the date of delivery of the Put Response Letter, instruct the independent accountants engaged by the Purchaser to an account at (i) audit its financial statements, to conduct a bank designated by Lender. The Company special review and Lender acknowledge calculation of the EBITDA of the Purchaser and agree that its consolidated Subsidiaries for the Company’s obligation to purchase relevant Fiscal Year, and (ii) prepare and deliver the Issued Shares from Lender pursuant EBITDA Statement to the Put Option is an Obligation secured by Purchaser and Nixon or his Permitted Transferee(s) not later than 45 days from the Collateral and any related guarantees under the Loan Documents, and for so long as ▇▇▇▇ of the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyResponse Letter. 6.1 Notwithstanding the foregoing, Lender (d) Nixon and/or his Permitted Transferee(s) shall have the right, but not right to rev▇▇▇ ▇ully all work papers relating to the obligation, EBITDA Statement in order to accelerate the exercise of the Put Option upon a Fundamental Transaction (confirm that such EBITDA Statement has been determined as defined in the Loan Agreement), as follows: The Company provided herein. Nixon and/or his Permitted Transferee(s) shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than complete their review ▇▇ ▇uch EBITDA Statement within thirty (30) days prior after such determination and related documentation have been made available for its review. If Nixon and/or his Permitted Transferee(s) believe that any adjustment ▇▇▇▇ld be made to such EBITDA Statement in order for it be prepared in accordance with the requirements of this Agreement, Nixon and/or his Permitted Transferee(s) shall give the Purchaser wr▇▇▇▇▇ notice of such adjustments. If the Purchaser agrees with the adjustments proposed by Nixon and/or his Permitted Transferee(s), the adjustments shall be m▇▇▇ ▇o such EBITDA Statement. If there are proposed adjustments which are disputed by the Purchaser, then the Purchaser and Nixon and/or his Permi▇▇▇▇ Transferee(s) shall negotiate in good faith to resolve all disputed adjustments. If, after a period of ten (10) days following the date on which Nixon and/or his Permitted Transferee(s) gives the Purchaser written ▇▇▇▇ce of any proposed adjustments, any such adjustments still remain disputed, Nixon and/or his Permitted Transferee(s) and the Purchaser will join▇▇▇ ▇ngage a nationally recognized independent accounting firm (other than the accounting firm used by the Purchaser to prepare the EBITDA Statement) (the "Independent Accountant") to resolve any remaining disputed adjustments in accordance with this Agreement, and the decision of the Independent Accountant shall be final, binding and nonappealable on the parties hereto and shall be deemed a final arbitration award that is enforceable pursuant to the date terms of the proposed consummation Federal Arbitration Act. All fees and expenses of the Fundamental Transaction, together Independent Accountant incurred in connection with all relevant information relating thereto, in form sufficient such resolution shall be split equally between the parties. (e) The per share price which the Purchaser shall be required to enable Lender pay to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days Nixon or any of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate his Permitted Transferees upon the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate P▇▇ ▇▇tion during the Put Option Period (the "Put Option Price") shall be deemed an intention equal to decline to accelerate the GREATER of (i) $1.96 per share, (ii) 100% of the Formula Value divided by the issued and outstanding shares of Purchaser Common Stock, and (iii) the arithmetic average of the closing price of a share of the Purchaser Common Stock, as then traded on the National Association of Securities Dealers, Inc. OTC-Bulletin Board, The Nasdaq Stock Exchange, the American Stock Exchange or any other national securities exchange, for the twenty (20) consecutive trading days ending on the last business day immediately preceding the closing of the Put OptionEffective Date (if publicly traded at such time). 6.2 In addition(f) On each occasion that a Put Notice shall be given, notwithstanding the foregoingPurchaser will undertake to pay the Put Option Price for the Put Securities in cash in immediately available funds on the Put Effective Date. If, Lender due to restrictions under applicable law or any credit agreement binding upon the Purchaser, the Purchaser shall have the right, but not the obligation, be unable to accelerate the exercise pay all of the Put Option following an Event Price in cash, or if such payment, if made by Purchaser, would have a substantial material adverse effect on the liquidity and capital resources of Default under the Loan Documents (which acceleration right Purchaser, then and in either such events, Blakey shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any pay such unpaid portion of the Note is converted into Common Stock pursuant Put Option Price in cash. (g) Notwithstanding anything to the Loan Documentscontrary, express or implied, contained in this Agreement, the Put Option set forth hereinabovein this Section 3.1 shall (i) terminate and be of no further force or effect after December 31, if 2004, unless previously exercised in accordance with this Section 3.1, and (ii) may not terminated be assigned or otherwise Transferred by its Nixon, except to a Permitted Transferee. Upon any such permitted ass▇▇▇▇▇nt, such Permitted Transferee shall execute and deliver to the Purchaser such joinder or related agreement and undertaking to be bound by and subject to all of the terms herein, shall terminateand conditions of this Agreement.

Put Option. The Company hereby grants to Lender an option 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 and any related guarantees under the Loan Documentsoccurrence of a Bankruptcy Event, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option each Purchaser shall be deemed an intention to decline have automatically and simultaneously elected to accelerate terminate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall Purchaser Commitments and have the right, but not Company repurchase from such Purchaser the obligation, to accelerate Revenue Interests for the exercise of Put/Call Price in cash and the Put Option following an Event of Default under Purchaser Commitments shall immediately terminate and the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Put/Call Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable without any further action or notice by any party. For the avoidance of doubt, the Required Purchasers’ election not to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, exercise the Put Option set forth hereinabove, if with respect to a given Put Option Event will not terminated by its terms herein, shall terminatepreclude the Required Purchasers from exercising the Put Option with respect to a continuing or subsequent Put Option Event.

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

Put Option. The If a Participant receives a distribution of shares of Company hereby grants to Lender Stock from his ESOP Account or Profit Sharing Account which are not readily tradeable on an established securities market, the Plan shall provide the Participant with a put option (that complies with the “Put Option”requirements of Section 409(h) to sell all or any portion of the Issued Shares Code. The put option shall exist for 60 days following the date of distribution of the Company Stock and if the put option is not exercised within such 60 day period, then another put option of 60 days shall be provided during the following Plan Year. The put option shall provide that if a Participant exercises the put option, RadioShack, or the Plan if the Trustee so elects, shall repurchase the Company Stock under the following terms and conditions: (a) If the “Put Shares”distribution constitutes a total distribution of the Participant’s ESOP Account and Profit Sharing Account, payment of the fair market value of the Participant’s ESOP Account and Profit Sharing Account balance shall be made in five substantially equal annual payments. The first installment shall be paid not later than 30 days after the Participant exercises the put option. RadioShack or the Plan will pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days. (b) If the distribution does not constitute a total distribution of the Participant’s ESOP Account and Profit Sharing Account, RadioShack or the Plan shall pay the Participant an amount equal to the fair market value of the Company for Stock repurchased no later than 30 days after the Participant exercises the put option. Except as provided in this Section, no Company Stock acquired with the proceeds of an Exempt Loan may be subject to a total purchase price put, call (other than a call described in Section 409(1)(3) of $195,000the Code) or other option, proor buy-rated for any portion thereof (sell or similar arrangement while held by and when distributed from the “Put Price”)Plan. The Put Option may be exercised provisions of this Section shall continue to apply with respect to any amount that is equal to Company Stock purchased with the proceeds of an Exempt Loan notwithstanding the distribution of such Company Stock from the Plan or less than the entire balance cessation of the outstanding Put Shares, at any time during the earlier to occur status of the following Put Option exercise periods (Plan as an Employee Stock Ownership Plan within the “Put Period”): (ameaning of Section 4975(e)(7) of the ten (10) Business Day period commencing on the first anniversary hereofCode, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date provided that the registration statement for the registration provisions of the Issued Shares is declared effective by the SEC . If this Section shall not exercised apply with respect to such Company Stock 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”), any period during 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 Stock is readily tradeable on 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 partyestablished securities market. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants Investor shall have the right, exercisable at any time, and from time to Lender an option (time, beginning 90 days after the “Put Option”) to sell all or any portion Closing of the Issued Shares (Business Combination and ending 180 days after 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 Closing of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods Business Combination (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 to demand that the registration statement for Company repurchase any Reserved Blaize Shares that have not been sold pursuant to Section 3 or previously put to the registration of the Issued Shares is declared effective by the SEC Company pursuant to this Section 4. If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option Such demand shall be exercisable by Lender’s Investor by delivery of written notice to the Company (the each, a “Put Notice”). The Put Notice shall specify ,” a form of which is attached hereto) to New Blaize and the Escrow Agent specifying the date on which the closing of the purchase of the Put Shares Option exercise shall take place (the “Put Closing Date”)occur, which such date shall not be no earlier than ten (10) days but no later less than thirty (30) days from nor more than sixty (60) days after the date of the Put Notice. On or before The amount payable to the Investor per Puttable Share under this Section 4 shall be equal to the Put Closing DatePrice Per Share. On the date designated in the Put Notice, Lender (i) the Escrow Agent will deliver release the book entry representing the Reserved Blaize Shares for cancellation, (ii) the Escrow Agent shall release to the Investor from the Funds Escrow/Collateral Account an amount equal to the Redemption Price per Puttable Share subject to such Put Notice and (iii) the Company shall pay an amount equal to $1.50 per Puttable Share subject to such Put Notice (such payment, the certificate(s“Guaranteed Return Payment”), with such payment to first be made with any funds remaining in the Funds Escrow/Collateral Account; provided, however, that in the event that the funds remaining in the Funds Escrow/Collateral Account are insufficient to pay in full the Guaranteed Return Payment, the difference (such amount, the “Difference”) representing on a per share basis between (x) the Guaranteed Return Payment and (y) the quotient of (A) the amount remaining in the Funds Escrow/Collateral Account divided by (B) the number of shares for which the Put Shares Option is exercised, the Company will not be responsible for paying the Guaranteed Return Payment to the Investor in its entirety. Instead, BurTech shall pay to the Investor (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blanksuch payment, the “BurTech Payment”) the Difference, and the Company shall tender pay to Lender the Put Price in cash by wire transfer Investor from the Funds Escrow/Collateral Account the remainder of immediately available funds the Guaranteed Return Payment (such amount, the “Proportional Payment”). In no event will the Company be responsible for payment to an account at a bank designated by Lender. The Company and Lender acknowledge and agree the Investor of the BurTech Payment or for any amount that exceeds the amount of the Company’s obligation Proportional Payment. With respect to purchase each Put Notice, upon the Issued Shares Investor receiving the Guaranteed Return Payment or the Proportional Payment from Lender the Company, as applicable, pursuant to clause (iii) of the Put Option is an Obligation secured immediately preceding sentence, and notwithstanding a failure by BurTech to pay the BurTech Payment, the principal amount of the Guarantee Note shall be reduced by the Collateral and any related guarantees under amount of the Loan Documents, and for so long as Guaranteed Return Payment. If the Put Option is outstanding and, if exercisedInvestor has elected to have only a portion of the Puttable Shares repurchased, the Put Price is not yet tendered, Company shall cause its book entry records for the Lender’s right Reserved Blaize Shares to receive be updated to reflect the Put Price shall be secured by repurchase of such portion of Puttable Shares. In the Collateral and any related guarantees under event the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise trading price of the Put Option upon a Fundamental Transaction Blaize Shares is below $1.50 for five (as defined in the Loan Agreement), as follows: The Company shall send written notice 5) out of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) consecutive trading days prior (the “Triggering Event”), the Investor may elect to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the its Put Option shall be deemed an intention to decline to accelerate the Put Optionfor all remaining Puttable Shares as of such date. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (i) Upon the occurrence of a Put Option Event, the Purchasers, or the Purchaser Agent on behalf of the Purchasers, will have the option to accelerate and require the Company hereby grants to Lender an option repurchase all, but not less than all, of the Revenue Interests and to terminate the Purchaser Commitments for a payment equal to the then-current Put/Call Price as of the date of the Put Option Closing Date (the “Put Option”) to sell all ). The Purchasers or the Purchaser Agent may exercise the Put Option at any portion time after the occurrence of the Issued Shares (the “a Put Shares”) Option Event by delivering to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company thereof (the “Put Notice”). The If Purchasers (or the Purchaser Agent) exercise the Put Option, then on the date specified in the Put Notice shall specify the date on (which the closing of the purchase of the Put Shares shall take place may be immediate) (the “Put Option Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of Company will pay the Put Notice. On or before the Put Closing Date, Lender will deliver Put/Call Price to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash Purchaser by wire transfer of immediately available funds to an the account at a bank or accounts designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Purchaser Agent. (ii) Notwithstanding anything to the Put Option is an Obligation secured by contrary contained herein, (i) immediately upon the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedoccurrence of a Bankruptcy Event, the Put Price is not yet tendered, Purchasers shall be deemed to have automatically and simultaneously elected to require the Lender’s right Company to receive repurchase the Put Revenue Interests and to terminate the Purchaser Commitments and the applicable Put/Call Price shall be secured by immediately due (iii) For the Collateral and any related guarantees under avoidance of doubt, (A) the Loan Documents. Lender’s right Purchasers’ election not to exercise the Put Option with respect to a given Put Option Event will not preclude the Purchasers from exercising the Put Option with respect to a continuing or subsequent Put Option Event, (B) a Put Option Event shall be deemed to exist at all times during the period commencing on the date that such Put Option Event occurs to the date on which such Put Option Event is waived in writing pursuant to this Agreement, and (C) a Put Option Event shall “continue” or be “continuing” until such Put Option Event has been waived in writing by the Purchases. (iv) Upon the occurrence and during the continuance of a Put Option Event, unless payment of the applicable Put/Call Price has been made when due, the Purchasers and the Purchaser Agent, on behalf of the Purchasers, may exercise all rights and remedies available to the Purchasers or the Purchaser Agent as creditors hereunder and under the other Transaction Documents and Applicable Law (which exercise may be determined in its sole discretion and which such exercise shall not constitute an election of remedies), including enforcement of the Liens created thereby. For the avoidance of doubt, the parties hereto intend for the Revenue Interests to constitute a debt obligation of the Company arising out of a loan made by the Purchasers pursuant to this Agreement in the amount of the Cumulative Purchaser Payments and, in consideration for such loan, the applicable Put/Call Price shall be transferred due and payable at any time the Put Option or assigned the Call Option is exercised or the Obligations are otherwise accelerated hereunder for any reason, whether due to any third party. 6.1 Notwithstanding acceleration pursuant to the foregoingterms of this Agreement, Lender shall have the right, but not the obligation, to accelerate by operation of law or otherwise (including where bankruptcy filings or the exercise of any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a payment, discharge, modification or other treatment of the Put Option upon a Fundamental Transaction (as defined Revenue Interests that would otherwise evade, avoid, or otherwise disappoint the expectations of the Purchasers in receiving the full benefit of the bargained-for Put/Call Price). The Company and the Purchasers acknowledge and agree that none of the Put/Call Price shall constitute unmatured interest, whether under Section 502(b)(2) of the United States Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Purchasers receive the benefit of their bargain under the terms of this Agreement. The Company acknowledges and agrees that the Purchasers shall be entitled to recover the full amount of the applicable Put/Call Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the Loan Agreement)case of any Bankruptcy Event, so that the Purchasers shall receive the benefit of its bargain hereunder and otherwise receive full recovery as follows: agreed under every possible circumstance, and, to the fullest extent permitted by maximum law, the Company hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior further acknowledges and agrees, and, to the date fullest extent permitted by Applicable Law, waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the proposed consummation of the Fundamental Transaction, together Purchasers may suffer or incur resulting from or arising in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise any breach hereof or thereof by the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionconstitute secured Obligations. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, which One Financial Center, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion 1.4.1 In consideration of the Issued Shares (mutual covenants contained in this Schedule 10, the “Put Shares”) Seller irrevocably undertakes to acquire, from the Company, the shares which the Company owns in FAMWA (referred to as the "SALE Shares") and the whole of the issued share capital of FAMCA ("PUT OPTION") at the Buyer's first request pursuant to paragraph 1.4.2 for Pound Sterling1 PROVIDED THAT such request is given at any time during the period from the occurrence of a total purchase price Failure Event until the first anniversary of $195,000, pro-rated for any portion thereof (the “Put Price”). occurrence of that Failure Event. 1.4.2 The Put Option may be exercised with respect by the Buyer serving written notice on the Seller and such notice shall state the date (which shall be not more than 20 Business Days nor less than 10 Business Days after the date upon which such notice is received by the Seller) and place in the United Kingdom where completion of the sale and purchase of the Sale Shares, and the completion of the sale of the entire issued share capital of FAMCA, shall take place. Subject only to clause 1.4.3, the parties shall be obliged to take all steps within their power to effect completion of such sales on the date nominated by the Buyer pursuant to this clause 1.4. 1.4.3 The Seller will not be obliged to complete the purchase of the Sale Shares until such time as: (a) it is able lawfully to acquire the Sale Shares without the Company having to offer any of such Sale Shares to any amount that is equal other person, whether pursuant to the constitutional documents of FAMWA or less than any other agreements between the entire balance shareholders; (b) the Services Agreement in the form approved by the Buyer and the Seller (such approval not to be unreasonably withheld or delayed) has been entered into by FIML, FAMWA and FAMCA; and (c) any consents or approvals to the sale of the outstanding Sale Shares and the shares held by the Seller in FAMCA which are required from any applicable Regulatory Authority have been obtained on terms that will not have a material adverse effect on the ability of either the Seller, FAMWA or FAMCA to carry on FAMWA's or as appropriate FAMCA's business in substantially the same manner as FAMCA's or FAMWA's business was carried out prior to completion of the Put SharesOption. The Seller shall, with effect from service of the relevant notice pursuant to clause 1.4.2, use all reasonable endeavours to promptly obtain the regulatory consents or approvals necessary or desirable in respect of any sale of the Sale Shares to it, and the shares held by the Company in FAMCA to it, pursuant in each case to the Put Option. The Buyer shall procure that the Company will provide any information and documents reasonably required and requested by the Seller for the purposes of making any submissions, filings or notifications in connection with such regulatory consents. 1.4.4 In consideration of the mutual covenants contained in this Schedule 10, the Seller irrevocably undertakes (subject to the completion of any required legal or regulatory formalities which the Seller shall use reasonable endeavours to complete) to acquire from the Company, at the Buyer's first request pursuant to this paragraph, the Company's interest in the African Funds PROVIDED THAT such request is given at any time during the earlier to occur period from the occurrence of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on a Failure Event until the first anniversary hereof, or of the occurrence that Failure Event. This option shall be referred to as the "AFRICAN FUNDS OPTION". The Seller will acquire any such interest pursuant to the African Funds Option for Pound Sterling204,000. The African Funds Option may be exercised by the Buyer serving written notice on the Seller and such notice shall state the date (bwhich shall not be more than 20 Business days nor less than 10 Business Days after the date upon which such notice is received by the Seller) and place in the ten (10United Kingdom where completion of the sale and purchase of the relevant interest(s) Business Day period commencing shall take place. The parties shall be obliged to effect completion of the sale and purchase of the Company's interest in the African Funds 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 nominated by the SEC Buyer pursuant to this paragraph. If not exercised during the Put PeriodOn such completion, the Put Option Seller 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 (Buyer 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 consideration 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 partyfunds. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

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

Put Option. The Company hereby grants (a) Subject to Lender an Section 8.5(b) below, each of the Sellers shall have the one-time option to sell (the “Put Option”) to sell all Parent (or any its designee, provided that Parent remains liable for the performance of the designee) for the Option Purchase Price all, but not less than all, of the Parent Stock making up the portion of the Issued Shares Equity Consideration that such Seller has received (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The A Seller may exercise 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 between the date that is sixty (60) days prior to the registration statement for the registration third (3rd) anniversary of the Issued Shares Closing Date and the date that 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 sixty (the “Put Notice”). The Put Notice shall specify 60) days after the date on which Buyer delivers to Sellers’ Agent all of the financial statements of Company and its subsidiaries covering the three (3)-year period beginning the date hereof and ending on the third (3rd) anniversary of the date hereof by delivery to Parent of a written notice signed by such Seller. All rights under this Section 8.5 shall terminate if (i) the total EBITDA over the period from the Closing Date to the third (3rd) year anniversary of the Closing Date does not exceed $5,400,000; or (ii) a valid notice of exercise has not been received within sixty (60) days after the third (3rd) anniversary of the date hereof. For purposes of this Section 8.5, EBITDA has the meaning ascribed to such term in Exhibit A hereto, including all adjustments to EBITDA set forth therein. (b) If a Seller exercises the Put Option, Parent shall have the right to cause the closing of the purchase Put Option to occur at any time, in Parent’s sole discretion, for a period 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 following its receipt of the date written exercise notice. (c) At the closing of the Put Notice. On or before Option, the Seller(s) exercising the Put Closing DateOption shall deliver the certificates, Lender will deliver to the Company the certificate(s) representing if any, evidencing the Put Shares (duly endorsed for transfer by Lender or Shares, accompanied by duly executed stock powers in blankinstruments of transfer, and any other documents that are necessary to transfer to Parent and/or its designee(s) 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 good title to the Put Option is an Obligation secured by Shares, free and clear of all Encumbrances other than those imposed under this Agreement. (d) Parent and/or its designee(s) shall deliver to the Collateral and any related guarantees under the Loan Documents, and for so long as Seller(s) exercising the Put Option is outstanding and, if exercised, the Option Purchase Price for the Put Price is not yet tendered, Shares in equal installments over the Lender’s right to receive eight (8) quarters following the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise closing of the Put Option. LenderSuch payments shall be made in cash by certified or bank cashier’s failure check. (e) It is understood and agreed by the Sellers that upon any transfer of the Put Shares, other than a transfer to timely notify another Seller, any equity owner of such Seller, any of such Person’s family members or any trust or other entity established or designated by such Person for tax or estate planning purposes (collectively, the Company “Permitted Transferees”), all rights with respect to a Put Option for such Put Shares will terminate. The rights of Lender’s intention the Put Shares with respect to accelerate the Put Option shall are not assignable without the prior written consent of Parent, which consent may be deemed an intention withheld in Parent’s sole discretion, provided, however, that a Seller may assign its rights with respect to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise Option in connection with a transfer of the Put Option following an Event Shares to a Permitted Transferee without the prior written consent of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderParent. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

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

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

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

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

Put Option. The Company hereby grants to Lender (a) Landlord shall have an option (the “"Put Option”") to sell all or any portion of require Tenant to purchase 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, Assets from Landlord at any time during after the earlier to occur thirty-sixth (36th) month anniversary 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 effectCommencement Date. The Put Option shall be exercisable exercised by Lender’s delivery of written notice (the "Put Option Notice") delivered to Tenant. (b) The purchase price for the purchase by Tenant of the Assets pursuant to the Company terms of this Article 48.1 shall be $41,800,000.00 (the “"Put Notice”). The Put Notice Option Purchase Price") less any amounts applied thereto pursuant to terms of this Lease which amount shall specify be paid to Tenant by wire transfer on the date on which the closing of the purchase of the Put Shares shall take place (the “Put Purchase Option Closing Date”), which such date . Landlord shall be no earlier than execute and deliver to Tenant within ten (10) days but no later than thirty after the Purchase Date a purchase agreement (30the "Put Option Purchase Agreement") days from containing representations and warranties substantially the date of same form as in the Put Notice. On or before the Put Closing DateOriginal Purchase Agreement, Lender will deliver except to the Company extent necessary to make the certificate(s) representing representations and warranties contained in the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers Original Purchase Agreement true, complete and correct 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 Lenderall material respects. The Company Put Option Purchase Agreement shall otherwise be in form and Lender acknowledge content reasonably acceptable to Landlord and Tenant and shall be consistent with commercial real estate purchase agreements by and between institutional commercial real estate buyers and sellers desiring, but under no compulsion, to buy and sell. If Landlord and Tenant cannot agree that as to the Company’s obligation terms and conditions of such agreement, the parties shall submit such disagreements to purchase the Issued Shares from Lender pursuant to arbitration as contemplated in Section 10.5 above. In no event, however, shall Landlord have any termination rights under the Put Option is an Obligation secured by Purchase Agreement except in the Collateral event of Tenant's default and any related guarantees failure to cure under the Loan Documents, terms and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise conditions of the Put Option upon a Fundamental Transaction Purchase Agreement. (as defined in c) The closing (the Loan Agreement), as follows: The Company shall send written notice "Put Option Closing") of the proposed Fundamental Transaction sale under the Put Option Purchase Agreement shall occur on a date (“Fundamental Transaction Notice”the "Put Option Closing Date") which is no earlier than one hundred eighty (180) days and no later than thirty two hundred seventy (30270) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s after Tenant's receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event Notice, as determined in a notice to be delivered by Tenant to Landlord within sixty (60) days after Tenant's receipt of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.Notice. The conveyance

Put Option. The (a) In the event of the death or Disability of Executive (for purposes of this SECTION 4, a "PUT TRIGGERING EVENT"), Executive or one or more of Executive's transferees or successors (other than the Company hereby grants and the Investors) may require the Company to Lender an option (the “Put Option”) to sell all or any repurchase a portion of the Issued Shares Executive Securities held by Executive or Executive's transferees pursuant to the terms and conditions set forth in this SECTION 4 (the “Put Shares”"PUT OPTION") by delivering written notice (a "PUT NOTICE") to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (within six months after the “Put Price”). The Triggering Event; PROVIDED that if the Put Option may is exercised, the Company shall be exercised with respect required to any amount that is equal purchase (i) first, the Unvested Units and (ii) second, a pro rata portion determined by Executive, not to or less exceed 50%, of each of the Class B Preferred and the Common Units (other than the entire balance of Unvested Units) held by the outstanding Put Shares, at any time during Executive and 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 Executive's transferees. (b) In the ten event of a Put Triggering Event, (10i) 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 price for each Unvested Unit of Carried Common will be Executive's Original Cost for such unit; (ii) the Put Shares shall take place (purchase price for each Vested Unit and each Unit of Co-Invest Common will be the “Put Closing Date”), which Fair Market Value for such date shall be no earlier than ten (10) days but no later than thirty (30) days from unit as of the date of the Put Notice. On or before Triggering Event; and (iii) the Put Closing Date, Lender purchase price for each Unit of Class B Preferred will deliver be the Unreturned Capital with respect to such unit plus all Class B Unpaid Yield thereon (as such terms are defined in the Limited liability 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 Agreement 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 ). (c) The closing of the Issued Shares from Lender repurchase of the Executive Securities pursuant to the Put Option is an Obligation secured shall take place on the date designated by the Collateral Company, which date shall not be more than one month nor less than five days after the delivery of the Put Notice by the Executive. The Company will pay for the Executive Securities to be purchased by it pursuant to the Put Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and any related guarantees under will pay the Loan Documentsremainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) issuing in exchange for such securities a number of the Company's Class A Preferred (having the rights and preferences set forth in the LLC Agreement) equal to (x) the aggregate portion of the repurchase price for such Executive Securities determined in accordance with this SECTION 4 to be paid by the issuance of Class A Preferred DIVIDED BY (y) 1,000, and for so long purposes of the LLC Agreement each such Class A Preferred unit shall as of its issuance be deemed to have Capital Contributions made with respect to such Class A Preferred unit equal to $1,000; PROVIDED that no more than 50% of the purchase price shall be paid by issuing the Company's Class A Preferred to Executive, or (C) any combination of (A) and (B) as the Put Option is outstanding andBoard may elect in its discretion. (e) Notwithstanding anything to the contrary contained in this Agreement, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured all repurchases of Executive Securities by the Collateral and any related guarantees under the Loan Documents. Lender’s right Company pursuant to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention subject to decline applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law or such other governing corporate law, and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Executive Securities hereunder that the Company is otherwise entitled or required to accelerate make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Put Option. 6.2 In additionCompany to enable such repurchases, notwithstanding then (x) the foregoing, Lender Company shall have make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions and (y) commencing on the right, but not the obligation, to accelerate the exercise date of the Put Option following an Event of Default under Notice through the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion closing of the Note is converted into Common Stock pursuant to repurchase of the Loan DocumentsExecutive Securities interest shall accrue on such purchase price on a daily basis, at the Put Option set forth hereinaboverate of 10% per annum, if not terminated by its terms herein, shall terminatecompounded on the last day of each calendar quarter.

Put Option. The Company hereby grants to Lender an option (a) At any time following the fifth anniversary of ---------- the date hereof, each Owner (the “Put Option”"Exercising Owner") to sell all or any portion of shall have the Issued Shares right, ---------------- exercisable by written notice (the “"Put Shares”Notice") to the Company for a total purchase price of $195,000, pro-rated for any portion thereof other Owner (the “---------- "Receiving Owner") and the Company, to sell all, but not less than all, of its ---------------- Interest to the Company. Within thirty (30) days of receipt of the Put Price”)Notice, each Owner shall cause an investment banking firm selected by it to undertake, complete and submit to the other Owner and to the Company a valuation of the Exercising Owner's Interest. The Put Option Each Owner shall cooperate, and cause the Company to cooperate, with such investment banking firms, with such cooperation to include the provision of such financial statements and other documentation as may be exercised reasonably required, in connection with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or such valuations. (b) Each investment banking firm shall value the ten Exercising Owner's Interest according to the following formula: "enterprise value" of the Company, minus all indebtedness of the Company (10) Business Day period commencing including undistributed amounts to which any Owner is entitled pursuant to Section 4.7(b)(iv)), multiplied by the Percentage Interest of the Exercising Owner, the product of which shall then be increased by any unpaid amount to which the Exercising Owner is entitled under Section 4.7(b)(iv). In establishing the value of the Exercising Owner's Interest, each investment banking firm may determine whether it is appropriate to take into account any minority interest discount or control premium and adjust its value of the Exercising Owner's Interest based on such determination. Notwithstanding the date which is nine (9) months after foregoing, the date parties agree that the registration statement for the registration investment banking firms shall not utilize a minority discount in excess of the Issued Shares is declared effective percentages set forth in the following table: DURING THE YEAR FOLLOWING THE INDICATED MINORITY DISCOUNT ANNIVERSARY OF THE DATE HEREOF ----------------- ------------------------------ 25% 5 20% 6 15% 7 10% 8 0% thereafter (c) If the higher valuation prepared by the SEC . If two investment banking firms is not exercised during higher than 110% of the Put Periodlower valuation, the Put Option Exercising Owner shall, and the Receiving Owner and the Exercising Owner shall terminate cause the Company to, within fourteen (14) days of submission of the two valuations, execute such documents and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice instruments as are reasonably required to cause the purchase and sale to the Company (of the “Put Notice”)Exercising Owner's Interest at a purchase price equal to the average of the two valuations. The Put Notice shall specify the date on which the closing of the such purchase of the Put Shares and sale shall take place as soon as practicable, but in any event within seventy-five (75) days after execution of such documents and instruments. At the “Put Closing Date”)closing, which such date the Exercising Owner shall be no earlier transfer its Interest to the Company free and clear of any and all encumbrances. (d) If the higher valuation prepared by the two investment banking firms is higher than 110% of the lower valuation, the Exercising Owner and the Receiving Owner shall jointly select a third investment banking firm to value the Exercising Owner's Interest. If the parties cannot agree on a third investment banking firm within ten (10) days but no later than of receipt by them of the two valuations, the third investment banking firm shall be ▇.▇. ▇▇▇▇▇▇ unless ▇.▇. ▇▇▇▇▇▇ shall have performed any investment banking services for either Owner during the immediately preceding two-year period, in which case the party for which ▇.▇. ▇▇▇▇▇▇ has not provided any such service shall select the third investment banking firm which shall not have provided any investment banking services to either Owner during such two-year period. Such third investment banking firm shall have thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to complete and submit to each Owner and to the Company its valuation of the certificate(s) representing Exercising Owner's Interest, which valuation shall be based on the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers formula set forth in blankSection 8.3(b) and shall, if within the range of the first two valuations, be binding on each Owner and on the Company. If such valuation is not within the range of the first two valuations, the valuation that is closest to that submitted by such third investment banking firm shall be binding on each Owner and the Company. Within fourteen (14) days of submission of such binding valuation, the Exercising Owner shall execute, and the Receiving Owner and the Exercising Owner shall cause the Company to execute, such documents and instruments as are reasonably required to cause the purchase and sale of the Exercising Owner's Interest at a purchase price equal to such final valuation. The closing of such purchase and sale shall take place as soon as practicable but in any event within seventy-five (75) days after execution of such documents and instruments. At the closing, the Exercising Owner shall transfer its Interest to the Company free and clear of any and all encumbrances. The Company shall pay the fees and expenses of each investment banking firm described in this Section 8.3(d). (e) Notwithstanding the foregoing provisions of this Section 8.3, the Company's obligation to purchase, and the Receiving Owner's obligation to cause the Company to purchase, the Exercising Owner's Interest in the Company shall tender be conditioned on the Company financing the purchase of the Exercising Owner's Interest from a third party lender while maintaining or obtaining, as appropriate, a rating of not less than a B rating by either Standard and Poors or ▇▇▇▇▇'▇ or their successor rating agencies on its outstanding unsecured subordinated indebtedness after giving effect to Lender the Put Price in cash purchase of the Exercising Owner's Interest. (f) In connection with the exercise by wire transfer an Owner of immediately available funds its right to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that sell its Interest to the Company’s obligation to purchase , the Issued Shares from Lender pursuant to Exercising Owner shall reimburse the Put Option is an Obligation secured Company for twenty-five percent (25%) of the following expenses actually incurred by the Collateral and any related guarantees under Company to third parties in connection with refinancing the Loan Documents, and for so long as the Put Option is then outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise principal amount of the Put Option upon a Fundamental Transaction Company Financing only and no increases thereof (as defined the "Original Principal Amount"): (i) reasonable legal, accounting and printing -------------------------- fees; (ii) pre-payment premiums and penalties payable in the Loan Agreement), as follows: The Company shall send written notice respect of the proposed Fundamental Transaction Original Principal Amount; (“Fundamental Transaction Notice”iii) no later than thirty (30) days the net present value of increased interest costs on the Original Principal Amount for the periods prior to the date scheduled maturity of the proposed consummation Original Principal Amount taking into account scheduled amortization of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt Original Principal Amount and of the Fundamental Transaction Noticerefinanced debt, Lender shall advise the Company whether the Lender has elected to accelerate the exercise which increased costs are incurred as a result of an increase in interest rates; (iv) commitment or origination fees; and (v) any reimbursable expenses of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionlenders. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The Company Borrower hereby grants to the Lender an the option (the “"Put Option”") to sell require the Borrower to repay some or 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 SharesLoan, at any time during following the earlier date hereof, but subject to occur the provisions set forth in this Section 20, for an amount equal to the sum of (i) 100% of the following principal amount of the portion of the Loan being repaid (ii) all accrued interest thereon, and (iii) any amounts owed, to the Lender under this Agreement (the "Put Option Price"). If the Lender desires to exercise periods the Put Option, it shall provide the Borrower and the Custodian with written notice to that effect. Such notice shall specify the portion of the Loan for which the Put Option is being exercised and shall set for closing a date (the “"Put Period”): (aOption Purchase Date") which is not less than 15 nor more than 90 days after the ten (10) Business Day period commencing on date such notice is sent. The Lender may rescind such notice, without liability of any kind, any time prior to the first anniversary hereof, or Put Option Purchase Date by giving written notice thereof to the Borrower and the Custodian. (b) Notwithstanding anything to 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 Periodcontrary in Section 20(a), the Put Option shall terminate and shall may only be of no further force or effect. The exercised if the Borrower obtains the Put Option shall be exercisable Price by Lender’s delivery transferring the Pledged Commercial Loans in connection with the settlement of written notice to a commercial transaction conducted in the Company (the “Put Notice”)capital markets. The Put Notice shall specify the date on which the closing If less than all of the purchase of Pledged Commercial Loans are to be so transferred, the Borrower shall transfer those Pledged Commercial Loans as are designated in writing by the Lender. (c) If the Lender exercises the Put Shares shall take place (the “Put Closing Date”)Option, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of on the Put Notice. On or before Option Purchase Date the Put Closing Date, Lender will deliver to Borrower shall pay 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 Option Price. (d) If in cash by wire transfer connection with a transaction described in paragraph (b) above, the Lender exercises the Put Option, on the closing date of immediately available funds such transaction the Borrower shall sell to an account at a bank the party designated by Lender. The Company and the Lender acknowledge and agree those Pledged Commercial Loans that are designated in writing by 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 partyparagraph (b) above. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (i) In the event that a Put Option Event shall occur at any time during the period from the 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 and any related guarantees under the Loan Documentsoccurrence of a Bankruptcy Event, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Purchaser shall be deemed an intention to decline have automatically and simultaneously elected to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not Company repurchase from Purchaser the obligation, to accelerate Assigned Interests for the exercise of Put/Call Price in cash and the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Put/Call Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lenderwithout any further action or notice by any party. 6.3 (ii) If a Put Option Event shall have occurred and be continuing, and the Company fails to pay, when and as required to be paid under this Section 5.05, the Purchaser may, with or without notice, (i) declare all or any portion of the Note is converted into Common Stock Obligations to be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company; and (ii) exercise any rights and remedies provided to the Purchaser under any Transaction Document and/or pursuant to any applicable Laws or in equity, including all remedies provided under the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateUCC.

Put Option. The Company hereby grants to Lender an option a. At any time following the tenth (10th) anniversary of the Effective Date (the “Put Period”), HCA shall have the right on one occasion (the “Put Option”) ), exercisable by delivery of a written notice to sell Caladrius or the Company, as applicable, at any time during the Put Period (such notice, the “Put Notice” and such date of exercise, the “Put Date”), to require Caladrius or the Company to purchase all or any portion some of the Issued Shares Equity Securities then held by HCA and/or its Affiliates (the “Put SharesHCA Units”) to set forth in the Company Put Notice for a total purchase price of $195,000, pro-rated for any portion thereof an amount per Unit (the “Put Price”). The ) equal to the lower of (i) the CoC Fair Market Value of the HCA Units subject to the Put Option may be exercised as determined in accordance with Section 8.8(b) and (ii) with respect to any each HCA Unit subject to the Put Option, the HCA Original Purchase Price plus interest on the HCA Original Purchase Price at a rate of two percent (2.0%) per annum compounded annually; provided, however, that, notwithstanding anything to the contrary contained herein, if HCA and its Affiliates offer to sell a number of HCA Units held them in excess of twenty-one percent (21%) of the Company’s outstanding Equity Securities pursuant to this Section 8.9, then Caladrius shall be required to purchase all such HCA Units but in no event shall the aggregate purchase price of such HCA Units to be sold pursuant to this Section 8.9 exceed an amount that is equal to or less than the entire balance HCA Maximum Unit Purchase Price. b. HCA shall, upon delivery of such Put Notice, be obligated to sell all of the outstanding Put Shares, at any time during Units subject to the earlier to occur of the following Put Option exercise periods to Caladrius or the Company, as applicable, and Caladrius or the Company, as applicable, shall be obligated to purchase such Units, all in accordance with the terms of this Agreement. c. The closing of any purchase and sale of Units pursuant to this Section 8.9 (the “Put PeriodOption Closing”): ) shall be pursuant to a customary purchase and sale agreement (aa “Put Agreement”) and take place at the ten principal office of the Company within ninety (1090) Business Day period commencing on days following the first anniversary hereofdetermination of the applicable Put Price, or at such other time as HCA and Caladrius or the Company, as applicable, may mutually determine in writing; provided that if such closing would require Caladrius or the Company to obtain regulatory approval or other third party approval pursuant to applicable Law prior to consummating such purchase, such ninety (b) the ten (10) Business Day 90)-day period commencing on the date which is nine (9) months after shall be extended to the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC five (5) days after such regulatory or other approval has been obtained. If not exercised during the Put Period, At 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”)Closing, 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 DateHCA, 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) Caladrius and the Company shall tender to Lender have executed and delivered the Put Price in cash by wire Agreement to each other and HCA shall transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that Caladrius or the Company’s obligation to purchase , as applicable, all of the Issued Shares from Lender pursuant HCA Units subject to the applicable Put Option, free and clear of all liens by duly executed purchase and sale agreement, which agreement shall include representations and warranties by HCA solely with respect to due authorization, title, absence of liens and the enforceability of the contemplated transaction (which representations and warranties shall survive such Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of DefaultClosing), in which event exchange for payment of immediate available funds by Caladrius or the Put Price shall be added Company, as applicable, to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion HCA of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatepurchase price for such HCA Units.

Put Option. The Company hereby 2.1 In consideration of the mutual promises contained in this Agreement, and subject to the terms of this Agreement, MediCor grants to Lender JG an option (the “Put Option”) to sell sell, and to require MediCor to buy, all or any portion of the Issued Shares (the “Put Option Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). . 2.2 The Put Option may be exercised with respect on the terms of this Agreement by JG from time to any amount that is equal to time on or less than after the entire balance of Exercise Date until the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods Expiry Date (the “Put Option Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofby JG delivering to MediCor a Put Option Notice, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date provided that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during if the Put PeriodExpiry Date occurs prior to the Exercise Date then JG shall have no right to exercise the Put Option. 2.3 JG may at any time, upon notice to MediCor, elect to terminate the Put Option when, notwithstanding clause 2.2 the Put Option shall terminate and shall be of no further force or effect. The Put and, notwithstanding clause 3.2, the Call Option shall be exercisable by Lender’s delivery of written notice also terminate. 2.4 Subject to clause 5, where sold pursuant to the Company Put Option, the purchase price per Option Share (the “Put NoticeOption Price”). ) shall be as follows: 2.4.1 US$5.50 if the Silicone Approval Date has occurred on or before the Nine-Month Date; 2.4.2 US$6.50 if the Silicone Approval Date has occurred after the Nine-Month Date and on or before the Exercise Date; or 2.4.3 US$7.50 if the Silicone Approval Date has not occurred on or before the Exercise Date. 2.5 The Put Notice Option Shares shall specify be sold with full title guarantee free from any Encumbrance and with all rights attaching to the Option Shares at the date on which the closing Put Option is exercised including, without limitation, the right to receive any dividend, distribution or return of capital declared, paid or made in respect of the purchase Option Shares in respect 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 periods starting on or after 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 on which the Put Option is an Obligation secured by exercised. 2.6 Subject to clause 2.9, JG agrees that at any time: 2.6.1 the Collateral and any related guarantees under the Loan Documents, and for so long as the maximum number of Option Shares in respect of which JG may serve a Put Option is outstanding Notice; and 2.6.2 the maximum number of Option Shares which JG may otherwise transfer to a third party (other than a Seller or connected person of any Seller), if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured 660,000 less the aggregate of 2.6.3 the aggregate number of shares of Common Stock obliged to be acquired by the Collateral and MediCor from JG or any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the other Sellers, whether under this Agreement or any Put and Call Option upon a Fundamental Transaction (as defined Agreement entered into by MediCor with any of the other Sellers, in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days three months prior to the date of the proposed consummation Put Option Notice; and 2.6.4 the aggregate number of Consideration Shares transferred to third parties (other than a Seller or any connected person of a Seller) by JG or any of the Fundamental Transaction, together with all relevant information relating thereto, other Sellers in form sufficient the three months prior to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise date of the Put Option. Lender’s failure Option Notice, and any Put Option Notice shall be deemed null and void to timely notify the Company extent that it purports to require the acquisition by MediCor of Lender’s intention a number of Option Shares in excess of this amount. 2.7 For the avoidance of doubt, JG may exercise the Put Option more than once. 2.8 Notwithstanding anything else in this Agreement, if following a Public Offer, but prior to accelerate the Exercise Date (unless the Put Expiry Date has first occurred), a person becomes entitled to compulsorily acquire the Common Stock which it does not own, then the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of become immediately exercisable and the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added be: 2.8.1 the price set out in clause 2.4 if the Silicone Approval Date and the Commercialisation Date have both occurred by that time; and 2.8.2 $6.50 otherwise. 2.9 Notwithstanding the provisions of clause 2.6, while any Recommended Offer remains open for acceptance JG may: 2.9.1 accept the Recommended Offer for any number of Option Shares; or 2.9.2 transfer any number of Option Shares to the Obligations under person making the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderRecommended Offer. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

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

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

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

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofThe Purchasers Parent hereby irrevocably undertakes to, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date and procures that the registration statement for Purchasers shall, purchase the registration of Securities and the Issued Shares is declared effective Suzhou Business at the price and under the other terms and conditions set forth in the SPA (the Put Option), subject only to the sending 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 Beneficiaries Representative to the Company (Purchasers Parent, in accordance with the “terms of this Put Notice”). The Put Notice shall specify the date on which the closing EXECUTION VERSION Option Letter, 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 notice to exercise the Put Option shall not be transferred or assigned (the Exercise Notice). By countersigning the Put Option Letter (the date of such signature being referred to any third partyas the Put Option Date), the Beneficiaries Representative, on behalf of the Beneficiaries, accept the benefit of the Put Option as an option solely, without undertaking to exercise such option. 6.1 Notwithstanding (b) The Exercise Notice shall be sent by the foregoingBeneficiaries Representative (acting on behalf of the Beneficiaries) to the Purchasers Parent, Lender on or prior the earlier of (the Expiry Date): (i) the date falling seven Business Days after the Consultation Process, the Employees Information and the Merger Code Process have all been completed; and (ii) six months after the Put Option Date. (c) The Put Option is governed by the provisions of Article 1124 of the French Civil Code and is irrevocable until the Expiry Date. (d) Without prejudice to the provisions of Clause 11, if the Exercise Notice has not been sent on or prior to the Expiry Date, the Put Option will automatically terminate as at the Expiry Date and each party shall have be released from their obligations under the rightPut Option, but without any liability whatsoever save in case of prior breach of the terms and provisions of this Put Option Letter. (e) In case of exercise of the Put Option, the Purchasers Parent and the Beneficiaries Representative irrevocably undertakes to and procures that the Purchasers, with respect to the Purchasers Parent, and the Beneficiaries, with respect to the Beneficiaries Representative, will execute the SPA and the representations and warranties agreement attached hereto as Schedule 5 (the R&W Agreement) within five Business Days of the date of receipt by the Purchasers Parent of the Exercise Notice (the Execution Period). The place and date of execution of the SPA and the R&W Agreement by the Purchasers and the Beneficiaries shall be jointly agreed by the Purchasers Parent and the Beneficiaries Representative or, failing such agreement within the Execution Period, shall be the date of the last day of the Execution Period at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New York, United States (any such date being referred to as the Execution Date). (f) It is hereby expressly specified that the validity and enforceability of the Put Option is not subject to the obligationexecution of the SPA and the R&W Agreement and accordingly, to accelerate the upon exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice and execution of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to SPA and the date R&W Agreement by the Beneficiaries, the Purchasers Parent shall procure that the Purchasers shall acquire the Securities and the Suzhou Business at the price and under the other terms and conditions of the proposed consummation SPA, whether or not the SPA and the R&W Agreement have been executed by the Purchasers. The Purchasers Parent, on its own behalf and on behalf of the Fundamental TransactionPurchasers, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate agrees that their obligations under the Put Option shall be deemed an intention to decline to accelerate and the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise completion of the Put Option following an Event of Default Transaction as provided under the Loan Documents (which acceleration right shall not SPA may be waived if not exercised following a prior Event of Default)enforced through specific performance, in which event accordance with the Put Price shall provisions of articles 1221 and 1222 of the French Civil Code, without any prior formal notice (mise en demeure préalable) being required from the Beneficiaries. The parties expressly acknowledge that such specific performance may be added sought by the Beneficiaries against the Purchasers as well as the Purchasers Parent, even if it creates a manifest disproportion between its cost to the Obligations under Purchasers and Purchasers Parent and its interest for the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.Beneficiaries. EXECUTION VERSION

Put Option. The (a) In the event of a Change in Control (as defined below), the Holders of Warrants and Warrant Shares shall have the right to cause the Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued purchase their Warrant Shares (the “"Put Right") at a price per share equal to the fair market value (determined in accordance with Section 8(b) hereof), measured as of the date of such Change in Control. (b) Within thirty (30) days after the date of a Change in Control, the Company shall mail written notice to the registered Holders of the Warrants and Warrant Shares describing the rights of such Holders under this Section 8 (a "Change in Control Notice"). Promptly following the delivery of such Change in Control Notice, the Holders, on the one hand, and the Company, on the other hand, shall jointly appoint a qualified, independent appraiser of recognized national standing and experienced in the valuation of shares of companies similar to the company (a "Qualified Appraiser") to determine the fair market value of the Warrant Shares as of the date of such Change in Control. In the event that within thirty (30) days after delivery of such Change in Control Notice, the Holders and the Company cannot agree on a mutually satisfactory Qualified Appraiser, the Holders of Warrants and Warrant Shares representing at least a majority of the sum of (x) the number of Warrant Shares for which the outstanding Warrants may be exercised and (y) the number of outstanding Warrant Shares”, on the one hand, and the Company, on the other hand, shall be entitled to select an independent appraiser of recognized national standing (the "Holder Appraiser" and the "Company Appraiser," respectively) each of whom shall render an appraisal (the "Holder Appraisal" and the "Company Appraisal," respectively) to the Holders and the Company for as to the fair market value of the Warrant Shares, and the average of the fair market value of the Warrant Shares as determined by each of the Holder Appraiser and the Company Appraiser shall be deemed to be the fair market value of the Warrant Shares; provided, however, that in the event there is a total purchase price ten percent (10%) or greater difference between the valuations provided in the Holder Appraisal and the Company Appraisal, the Holder Appraiser and the Company Appraiser shall in turn select a third appraiser of $195,000, pro-rated for any portion thereof recognized national standing (the “Put Price”)"Independent Appraiser") to determine the fair market value, which appraisal shall be final and binding. The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance fees and expenses of the outstanding Company Appraiser shall be borne by the Company and the fees and expenses of the Holder Appraiser shall be borne by the Holders. The fees and expenses of the Independent Appraiser, if applicable, shall be borne equally by the Company and the Holders. (c) Any Holder desiring to exercise such Holder's Put Right (a "Put Exercise") shall notify the Company of such exercise by executing the put option exercise form accompanying the Change in Control Notice and delivering to the Company such form, together with the original Warrants or Warrant Shares, at any time during within 60 days after receipt by the earlier to occur Holder of notice from the Company of the following final determination of the fair market value in accordance with Section 8(b), but in all events prior to the Warrant Termination Date. (d) Within 30 days after receipt of a Put Option Exercise, the Company shall pay to each exercising Holder an amount in cash equal to the fair market value of the Warrant Shares or the Warrant Shares that would be issuable upon exercise periods of such Holder's Warrant (net of the “Put Period”): Exercise Price). (ae) For purposes of this Section 8, the ten term "Change in Control" shall mean the acquisition by any single individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, division or operating group of any of the foregoing or any other entity (10each, a "Person") Business Day period commencing on or group (within the first anniversary hereofmeaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of the power, directly or indirectly (b) including, without limitation, through rights of conversion or the ten (10) Business Day period commencing on exercise of securities), to vote or direct the date which is nine (9) months after voting of securities having more than 50% of the date that the registration statement ordinary voting power for the registration election of directors of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodCompany; provided, the Put Option shall terminate and shall be however, that with respect to any holder, as 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 this Warrant Agreement, of 20% or more 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 equity securities 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 a Change in Control shall be secured deemed to have occurred only upon the acquisition by such holder of the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred power, directly or assigned to any third party. 6.1 Notwithstanding the foregoingindirectly (including, Lender shall have the rightwithout limitation, but not the obligation, to accelerate through rights of conversion or the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreementsecurities), as follows: The Company shall send written notice to vote or direct the voting of securities having more than 60% of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to ordinary voting power for the date election of directors of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionCompany. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants 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 ▇▇▇▇▇ 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 shall not be transferred or assigned Notice with respect to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the such Put Option upon a Fundamental Transaction Event shall terminate at the end of such one hundred eighty (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”180) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.day ​ ​ ​

Put Option. The Company hereby grants 1.1 Upon the terms and subject to Lender the conditions set forth in this Offer Letter and the SPA, the Buyer irrevocably undertakes to acquire from the Seller all but not less than all of the Purchased Interests at the price and upon the other terms and subject to the conditions set forth in the SPA (the "Put Option"), and not to withdraw or revoke the Put Option unless the Put Option expires in accordance with the terms of this Offer Letter or this Offer Letter is terminated in accordance with its terms. 1.2 By countersigning this Offer Letter (the date of such signature being referred to as the "Put Option Date"), the Seller accepts the Put Option as an option (only, without hereby undertaking to exercise it, subject to the “terms of Clause 7 of this Offer Letter. 1.3 The Buyer acknowledges that, following completion of the Consultation Process, the Seller will make a decision in respect of the Contemplated Transaction. Accordingly, the acceptance of the Put Option”) Option by the Seller shall not constitute in any manner whatsoever an undertaking by the Seller to sell all the Purchased Interests to the Buyer or any portion to sign the SPA but shall only constitute an option available to the Seller, exercisable in the Seller's sole discretion, to sell the Purchased Interests to the Buyer upon the terms and subject to the conditions of the Issued Shares (SPA. However, in case of exercise of such an option by the “Put Shares”) Seller, the Seller shall be bound to sell the Purchased Interests to the Company for a total purchase price Buyer upon the terms and subject to the conditions of $195,000, pro-rated for any portion thereof (the “Put Price”). SPA as from the date of the Exercise Notice. 1.4 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 shall remain in force until the earlier to occur of the following Put Option exercise periods of: (the “Put Period”): (ai) the ten date which is the third (103rd) Business Day period commencing on after the first anniversary hereof, or Consultation Process has been fully completed in accordance with the EWC Agreement and (bii) four (4) months from the ten Put Option Date (10the "Put Option Expiration Date") Business Day and shall be exercisable by the Seller during the 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, Consultation Process has been fully completed and ending on the Put Option shall terminate and Expiration Date. 1.5 For the purpose of this Offer Letter, the Consultation Process shall be deemed to have been fully completed on the earlier 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 i) the date on which the closing of European Works Council has issued a final opinion regarding the purchase of the Put Shares shall take place Contemplated Transaction or (the “Put Closing Date”), which such date shall be no earlier than ten (10ii) days but no later than thirty (30) days failing an express opinion from the European Works Council, the date of on which the Put Notice. On or before European Works Council is deemed to have been consulted in connection with 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 Contemplated Transaction 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 EWC Agreement. 1.6 In order to exercise the Put Option shall not be transferred or assigned Option, the Seller must deliver to any third party. 6.1 Notwithstanding the foregoingBuyer a letter indicating such exercise in the agreed form set forth in Appendix 2 (an "Exercise Notice"), Lender shall have together with a pdf copy of the right, but not SPA duly executed by each of the obligationSeller and the Company and, to accelerate the exercise extent made available to the Company or the Seller, a copy of the Put Option upon written minutes (or an excerpt thereof) evidencing the European Works Council’s final opinion, or absence of opinion (deemed a Fundamental Transaction (as defined in the Loan Agreementnegative opinion), as follows: The Company the case may be, with respect to the Contemplated Transaction, each of which shall send written notice be attached to the Exercise Notice. For the avoidance of doubt, if a copy of the proposed Fundamental Transaction written minutes (“Fundamental Transaction Notice”or an excerpt thereof) no later than thirty evidencing the European Works Council’s final opinion, or absence of opinion (30) days prior deemed a negative opinion), has not been made available then the Exercise Notice may be validly delivered with a written statement of the Seller confirming completion of the Consultation Process (in lieu of such written minutes otherwise required pursuant to the prior sentence hereof). The date of the proposed consummation Exercise Notice shall be referred to as the "Signing Date". 1.7 Each of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make parties hereto agree that damages alone would not be an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days adequate remedy for any breach of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option its obligations under this Offer Letter and that each party hereto shall be deemed an intention entitled to decline to accelerate the Put Option. 6.2 In additionremedies of injunction, notwithstanding the foregoingspecific performance or other equitable relief, Lender shall have the rightor any combination of these remedies, but not the for any threatened or actual breach of such obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lenderwithout proving special damages. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option Upon the occurrence and during the continuance of a Put Option Event following the Funding Date, the Investor shall have the right, but not the obligation (the “Put Option”) ), to sell all or any portion require the Company to repurchase from the Investor all, but not less than all, of the Issued Shares (the “Put Shares”) Revenue Interest at a price equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (Put/Call Payment. 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 event that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during Investor elects to exercise the Put PeriodOption, the Put Option Investor 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 for such repurchase (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 be no earlier than ten (10) days but no later than thirty (30) [***] days from the date of such notice; provided, however, in the Put Notice. On event Company enters into an agreement that would constitute a Change of Control upon the closing of the transactions contemplated by such agreement, or before the Put Closing Dateotherwise publicly announces a Change of Control, Lender will deliver then Company shall send to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender Investor written notice of such potential Change of Control transaction within [***] days of entering into or accompanied by duly executed stock powers in blank) otherwise publicly announcing such transaction, and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Investor shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send by providing written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) Company within [***] days of Lender’s after receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify such written notice from the Company of Lender’s intention such potential Change of Control transaction, to accelerate require the Company to repurchase from Investor all, but not less than all, of the Revenue Interest at a price equal to the Put/Call Payment, which Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additioncontingent upon, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of and the Put Option following an Event Closing Date shall occur on, the closing of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event Change of Default), in which event Control. If the Investor fails to provide notice exercising the Put Price Option in connection with a Change of Control within the [***] day period set forth above, Investor shall be added deemed to have waived its right to exercise the Put Option for such Put Option Event. On the Put Option Closing Date, the Company shall repurchase from the Investor the Revenue Interest by paying to the Obligations under Investor the Loan Agreement and secured Put/Call Payment in cash, the payment of which shall be made by wire transfer of immediately available funds to the account designated by the Collateral thereunderInvestor. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event, the Investor shall be deemed to have automatically and simultaneously elected to have the Company repurchase from the Investor the Revenue Interest for the Put/Call Payment in cash and the Put/Call Payment shall be immediately due and payable without any further action or notice by any party. For the avoidance of doubt, the Investor’s election not to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, exercise the Put Option set forth hereinabove, if with respect to a given Put Option Event will not terminated by its terms herein, shall terminatepreclude the Investor from exercising the Put Option with respect to a continuing or subsequent Put Option Event.

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

Put Option. (i) The Company hereby grants to Lender Holder an option (the “Put Option”) to sell all or any portion of the Issued Warrant or the Warrant Shares for which the Warrant has been exercised (the “Put SharesInterest”) to the Company for a total purchase price of One Million Six Hundred Fourteen Dollars ($195,0001,614,000), pro-rated for any portion thereof thereof, representing a purchase price of Ten Cents ($0.10) per Warrant Share, subject to adjustment as set forth herein (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time and, if for a portion thereof, from time to time, during the earlier to occur of the following Put Option exercise periods period (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofearliest of (1) the date of prepayment in full of the Term Loan (as defined in the Loan Agreement); (2) the date of Lender’s (as defined in the Loan Agreement) acceleration of the Obligations (as defined in the Loan Agreement) following an Event of Default (as defined in the Loan Agreement) which is not cured within any applicable grace period under the Loan Documents (as defined in the Loan Agreement) (which acceleration right shall not be waived if not exercised following a prior Event of Default), or (b3) November 19, 2015, and ending at 5:00 p.m., New York time, on November 19, 2020 (the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC "Expiration Date"). If not exercised during by the Put PeriodExpiration Date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender▇▇▇▇▇▇’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares Interest shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender ▇▇▇▇▇▇ will deliver to the Company the Warrant and/or certificate(s) for Warrant Shares (if certificated) representing the Put Shares Interest (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank▇▇▇▇▇▇) and the Company shall tender to Lender Holder the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderHolder. The Put Option is assignable by ▇▇▇▇▇▇ at any time in whole or in part. (ii) The Company and Lender Holder acknowledge and agree that the Company’s obligation to purchase the Issued Shares Put Interest from Lender Holder pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the LenderHolder’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise . (iii) In the event of any adjustment of the per share “Exercise Price” hereunder, the Put Option Price per Warrant Share shall not be transferred or assigned adjusted as follows: the adjusted Put Price per Warrant Share shall be equal to any third partythe product of (1) the Put Price in effect immediately prior to the adjustment of the Exercise Price, multiplied by (2) a fraction, the numerator of which shall be the pre-adjustment Exercise Price, and the denominator of which shall be the post-adjustment Exercise Price. Such adjustment shall be made successively whenever an adjustment to the Exercise Price is made. 6.1 (iv) Notwithstanding the foregoing, Lender Holder shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreementbelow), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender Holder to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender▇▇▇▇▇▇’s receipt of the Fundamental Transaction Notice, Lender Holder shall advise the Company whether the Lender Holder has elected to accelerate the exercise of the Put Option. Lender▇▇▇▇▇▇’s failure to timely notify the Company of Lender▇▇▇▇▇▇’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.