Common use of Put Option Clause in Contracts

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.

Put Option. (a) If the Executive's employment with Investors the Company and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to InvestorsDairy Holdings, and Investors Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If the Executive desires to exercise its option to require Investors Dairy Holdings to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors Dairy Holdings setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors Dairy Holdings on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors Dairy Holdings duly executed instruments transferring title to units to InvestorsDairy Holdings, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) if such termination occurs prior to the total number date which is 18 months from the date of Units collectively held by this Agreement the Executive and all purchase price per Unit shall be the greater of his Permitted Transferees and (y1) the Applicable Percentage Fair Market Value (measured as of the Termination Date), at a ) and (2) the Cost of such Units and (y) if such termination occurs after the date which is 18 months from the date of this Agreement the purchase price per unit equal to Unit shall be the Fair Market Value of such unit (measured as of the delivery Termination Date) of the notice referred to in Section 7.1(b))such Units. (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) within the period described above, which notice shall specify the number and class of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.Fair

Put Option. (a) If (i) the Executive's ’s employment with Investors the Company and its subsidiaries terminates due to was terminated by the Disability, death Company and its subsidiaries without Cause or Retirement of by the Executive for Good Reason prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, and (ii) the Company’s cumulative EBITDA for any Units issued 181 days or more a period of six consecutive fiscal quarters ending immediately prior to the date of Termination Date is at or above the Performance Target for such period (any termination of employment of satisfying the Executivepreceding clauses (i) and (ii), within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Unitsa “Qualified Termination”), the Executive shall have the right, right (subject to the provisions of Section 8 5.1(b) and Section 6 hereof, ) to sell to Investorsthe Company, and Investors the Company shall be required to purchase (subject to the provisions of Section 8 5.1(b) and Section 6 hereof), on one occasion ) from the Executive and his Permitted Transferees, if applicable, all (but not less than all) or a portion of the number of Rollover Units then held by the Executive and such other number of Units held by the Executive's his Permitted Transferees as the Executive may request provided that in request, on one occasion during the aggregate two years following the Put Right Commencement Date (such number does not exceed two-year period, the product of (x“Put Option Exercise Period”) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit Unit equal to the Fair Market Value of such unit Unit (measured as of the date of delivery of the notice referred to in Section 7.1(b5.1(b)); provided that (x) the aggregate Fair Market Value of the Rollover Units obligated to be repurchased pursuant to this Section 5.1 shall in no event exceed the aggregate Cost of the Rollover Units, which the parties agree to be $45,000,000, and which amount will be reduced by the amount of any distributions received by the Executive from the Company prior to the exercise of the put right pursuant to this Section 5.1(a) (other than tax distributions) and (B) the Executive must exercise his rights under this Section 5.1 on an equal percentage across the Preferred Units and the Class A Units that constitute his Rollover Units. (b) If the Executive desires to exercise its his option to require Investors the Company to repurchase the Rollover Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice (the “Put Notice”) to Investors the Company setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all the Rollover Units pursuant to Section 7.1(a5.1(a) within the period described abovePut Option Exercise Period, which notice shall specify the number of Rollover Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell such Rollover Units. Within 45 days after the Company’s receipt of the Put Notice, the Board shall make a determination of the Fair Market Value of the Rollover Units as of the date of the Put Notice and shall notify the Executive of the Fair Market Value before the expiration of such 45-day period. Subject to the provisions of Section 8.16, the closing of the purchase shall take place at the principal office of Investors the Company on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. The purchase price for any repurchase pursuant to this Section 5.1(a) shall be paid in three equal installments, with the first installment to be paid on the closing date of the repurchase and the second and third installments to be paid on the first and second anniversary of such closing date, respectively. Subject to the provisions of Section 8.16 and upon customary representations by the Executive and other members of the Executive Group as selling unitholders (such representations shall include representations regarding ownership and title of the Rollover Units subject to the repurchase, and due authorization and non-contravention of all transaction documents delivered in connection with the repurchase), the Executive shall deliver to Investors the Company duly executed instruments transferring title to units to Investorsthe Company, against payment of the appropriate first installment of the purchase price by cashier's ’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.

Put Option. 4.1 GRAND shall have the right (a) If the Executive's employment with Investors "Put Option"), at any time, prior to it serving a Tag- Along Notice under Clause 2 of this Schedule 3 unless otherwise allowed by the terms of this Agreement, by notice in writing to be served upon the Company and its subsidiaries terminates due CTF, which must expressly state whether it is served pursuant to 4.1.1 or 4.1.2 below ("the DisabilityNotice"), death to require CTF or Retirement at the election of CTF to be made in writing within 14 days from receipt of the Executive prior Notice to require the earlier of Company (ithe "Purchaser") a Public Offering or (ii) a Sale to purchase all of the CompanyShares held by GRAND: 4.1.1 at the Price of the Shares which price must be specified in the Notice ("GRAND Interest"). In this case, the Purchaser shall upon receipt of the Notice be obliged to buy out the GRAND Interest in accordance with the rules and procedure as provided for any Units issued 181 in this Section 4 of Schedule 3. 4.1.2 at a different sale price for its GRAND Interest which shall be no less than the Price of the Shares which price must be specified in the Notice. Within 30 (thirty) days or more prior to from the date of termination of employment the receipt by the Purchaser of the ExecutiveNotice served under 4.1. the Purchaser shall be bound and entitled to send whether on its behalf or if it so elects, within 120 days after such date on behalf of termination the Company to GRAND a written counter notice (the "Counter Notice") electing either for itself or the Company to accept the offer of employment (or GRAND on the terms of the notice or, if the price is different in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereofaccordance with Clause 4.1.2, to make a counteroffer to GRAND to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than allpart only) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that its own shares in the aggregate such number does not exceed Company to GRAND for the product of (x) same price stated in the total number of Units collectively held Notice in which case GRAND or, if requested by GRAND, the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as Company shall upon receipt of the Termination Date), at a Counter Notice become obliged to buy all such Shares (but not part only) from the Purchaser for the price per unit equal to stated in the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b))Notice. (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.

Put Option. As soon as practicable and in any event not later than ninety (a90) If days after the Executive's employment with Investors end of each such fiscal year, the Company shall deliver to the Registered Holder copies of the audited consolidated financial statements of the Company and its subsidiaries terminates due (the "Financial Statements") for the fiscal years of the Company ending on or after December 31, 2002 and on or before November 14, 2009. The Registered Holder, during any Put Window (as defined below) in effect during the period commencing November 14, 2003 and ending November 14, 2009, shall have the right (the "Put Option"), upon delivery to the DisabilityCompany of an irrevocable notice (the "Put Notice"), death or Retirement to require the Company to purchase, at the price determined pursuant to Section 14A(i), (x) all of the Executive prior Warrant Interests, if any, then owned by the Registered Holder hereof, and (y) this Warrant (collectively, the "Equity Rights"); provided, however, that the obligation of the Company to purchase such Equity Rights shall be subject to (A) the availability of financing (on terms and conditions reasonably satisfactory to the Company in its good faith business judgment) with respect to such purchase price and (B) the approval of the Senior Agent (as defined in the Purchase Agreement) if such approval is then required under the Credit Documents (as defined in the Purchase Agreement); provided further, that the Company shall use its commercially reasonable efforts to obtain such financing and any such approval and, with respect to such financing, commercially reasonable efforts shall not include the issuance of equity and, with respect to any refinancing or extension of financing, shall not be on terms more onerous than that which is being refinanced or extended; provided further, that the Put Option shall terminate upon (x) an Approved Sale (as defined in the Securityholders Agreement) or (y) the consummation of an underwritten public offering of units of Common Membership Interests. In the event that either clause (A) or clause (B) above are not satisfied, the Company shall have no obligation to purchase the Warrants Interests and the Warrant subject to the Put Notice. For purposes of this Section 14, "Put Window" means, with respect to any fiscal year of the Company, the period commencing on the earlier of (ix) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment delivery to the Registered Holder of the Executive, within 120 Financial Statements with respect to such fiscal year or (y) ninety (90) days after the end of such date of termination of employment fiscal year, and ending ninety (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 90) days after the date of issuance of such Units), the Executive shall have the right, subject delivery to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) Registered Holder of the number of Units then held by the Executive and Financial Statements with respect to such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b))fiscal year. (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.

Put Option. (a) If the Executive's ’s employment with Investors the Company and its subsidiaries Subsidiaries terminates due to the Disability, death or Retirement for any of the Executive reasons set forth in clauses (i) or (ii) below prior to the earlier of (i1) a Public Offering with respect to Holding or the Company or (ii2) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive and Executive’s Permitted Transferees shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's ’s Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date)request, at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b5.1(b)): (i) if the Executive’s active employment with the Company or its Subsidiaries is terminated due to the Disability, death or Retirement of the Executive; or (ii) if the Executive’s active employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause (including termination resulting from nonrenewal by the Company, without Cause, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal) or by the Executive for Good Reason (including termination resulting from nonrenewal by the Executive, for Good Reason, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal term; provided that all of the requirements set forth in the definition of Good Reason are satisfied, including that the Executive has notified the Company or its Subsidiaries of such Good Reason and the period for cure by the Company or its Subsidiaries has elapsed). (b) If the Executive desires or any of his Permitted Transferees desire to exercise his or its option to require Investors to repurchase Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and his Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.16, the Executive shall deliver to Investors duly executed instruments transferring title to units the Units to Investors, against payment of the appropriate purchase price by cashier's ’s or certified check payable to the Executive or his Permitted Transferees, if applicable, or by wire transfer of immediately available funds to an account designated by the ExecutiveExecutive or his Permitted Transferee.

Put Option. If at any time during the term of this Agreement there is a material breach by the Company of Sections 5(d) (a) If the Executive's employment with Investors and its subsidiaries terminates due Prohibited Transfers), 6.2 (Compelled Sale Notice), 8.1 (Agreement to the DisabilityVote), death or Retirement 8.2 (Board Size; Meetings), 8.3 (Election of the Executive prior Directors), 8.7 (Observer Rights), 8.8 (Restrictions on Certain Corporate Actions), 8.9 (Restrictions on Certain Board Actions), 9.3 (Article V Put Option), 11 (Access to the earlier of Information), 12 (i) a Public Offering or (ii) a Sale Other Covenants of the Company), for any Units issued 181 days 14 (Amendments and Waivers) or more prior 20 (Further Assurances) under this Agreement, and provided that the Company has not remedied such material breach to the date of termination of employment satisfaction of the Executive, New Investors (as defined below) within 120 days after such date of termination of employment thirty (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 30) days after the date of issuance receipt by the Company of such Unitsa Section 10 Put Notice (as defined below) (the "NOTICE PERIOD"), then in lieu of any damages and such other remedies as may be available at law, equity, under the Executive Company's Charter or hereunder, the CDP Investor and each of the Additional Series 4-A Investors (together, the "NEW INVESTORS") shall have the right, subject in addition to any put right contained in the provisions of Section 8 hereofCompany's Charter, to sell to Investors, and Investors shall be required require the Company to purchase (subject to the provisions of Section 8 hereof)all, on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) , of the number of Units then Series 4-A Preferred Stock held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), New Investor at a price per unit share equal to US$2,000 plus an amount which would yield an IRR to each New Investor of ten percent (10%) (the "SECTION 10 PUT AMOUNT") to the date of such purchase, provided, however, that in calculating the IRR, the first date in the measurement of the present value will be the date of the First Closing and the last date will be the date of payment of the Section 10 Put Amount. In order to complete a purchase by the Company pursuant to this Section 10, the New Investor shall submit to the Company, copied to each other New Investor, an executed notice within sixty (60) days of such material breach, setting forth the particulars of the breach and the number of shares of Series 4-A Preferred Stock to be purchased by the Company (a "SECTION 10 PUT NOTICE"). Each other New Investor may within twenty (20) days of the date of such Section 10 Put Notice serve notice (a "SECTION 10 ADDITIONAL PUT NOTICE") on the Company requiring the Company to purchase all, but not less than all, of the Series 4-A Preferred Stock held by such New Investor at a price per share equal to the Fair Market Value of such unit (measured as Section 10 Put Amount. If the Company has been unable to remedy the material breach to the satisfaction of the delivery New Investors prior to the expiration of the notice referred Notice Period, then the Company shall pay each New Investor that serves a Section 10 Put Notice or a Section 10 Additional Put Notice its Section 10 Put Amount, by cash, certified check, wire transfer or any combination thereof, with respect to in Section 7.1(b)). each share of Series 4-A Preferred Stock within fifteen (b15) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment end of the appropriate purchase price by cashier's or certified check payable to Notice Period against surrender of the Executive or by wire transfer of immediately available funds to an account designated by the Executiverelated Series 4-A Preferred Stock Certificates.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive The Class B Members shall have the right, subject to the provisions of Section 8 hereof, and are hereby granted an option to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that their interests in the aggregate Company (and all, if any, of their debt claims against the Company) to the Class A Members, such number does not exceed option to be exercisable by, and only by, notice (the product of (x“Exercise Notice”) from the total number of Units collectively held by Class B Members to the Executive and all of his Permitted Transferees and (y) Class A Members at any time on or after the Applicable Percentage (measured as [****] anniversary of the Termination Effective Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If The price to be paid for the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transfereesinterests and, if applicable, the debt claims of the Class B Members (net of liabilities with respect to collectively sell all Units which the Class A Members and their affiliates are to be released, as described in subsection (c)) shall be the Class B Price. (c) Closing of a sale pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature exercise of the Executive option described in subsection (a) shall occur on the thirtieth (30th) day following the Exercise Notice (or, if such day is not a business day, the next succeeding business day), at the principal place of business of the Company, or at such other time and place as may be mutually agreed upon. At such closing: (i) the Class B Members shall (x) convey all of their interests in the Company, and, if applicable, all of their debt claims against the Company, and (y) warrant that such Members each Permitted Transferee desiring own all right, title and interest in and to sell Unitstheir respective interests, free and clear of all liens and other encumbrances; (ii) the Class A Members shall (x) pay the Class B Members the Class B Price in cash or by certified or cashier’s check and (y) deliver releases of the Class B Members and their affiliates, in form and content satisfactory to the Class B Members (acting reasonably), from all personal liability with respect to all liabilities of the Company from and after the closing and all obligations of the Class B Members and/or their affiliates in respect of the Company’s financing; and (iii) all parties shall execute and deliver such other documents as may be appropriate to effect, evidence and perfect the transaction. Subject From and after the date of the Exercise Notice, all such Class B Members’ interests in the Company shall be deemed to have been transferred to the Class A Members without any further action required on the part of any Class B Members and the Class B Members shall have only the right to receive the Class B Price and the releases described above in respect of such interests. **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. (d) Should the Class A Members fail timely to close, then, in addition to such other remedies as may be available to Class B Members in the circumstances, then, at all times thereafter, the references in section 2.5 to a majority in interest of the Members shall be replaced with references to a majority in interest of the Class B Members. (e) Each Class B Member hereby appoints each other Member, with power of substitution, as his, her or its attorney-in-fact to execute and deliver all documents appropriate to effect any transaction in substantive compliance with the provisions of Section 8.1this section. The foregoing power of attorney is coupled with an interest and irrevocable. (f) In connection with a transfer pursuant to this section, the closing purchasers may designate another person or persons to acquire the sellers interests in the Company, in which event such other person(s) shall acquire such interests, but no such designation or acquisition shall relieve the purchasers (as determined without regard to this subsection (f) from any obligation under this section. (g) Notwithstanding any other provision of this Agreement to the contrary, the Company shall make no distribution or pay any debt claims of the purchase shall take place at Class B Members during the principal office pendency of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executiveproceedings under this section.

Put Option. (a) If Prior to the occurrence of the initial Public Offering, if Executive's ’s employment with Investors the Company and its subsidiaries Subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment Executive and Executive’s Permitted Transferees (or in the case of Units issued 180 days or less prior hereinafter sometimes collectively referred to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive as “Executive’s Group”) shall have the right, subject to the provisions of Section 8 5 hereof, for 180 days following the Termination Date, to sell to Investorsthe Company (the “Put Right”), and Investors the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from the Executive and his Permitted Transferees, if applicableeach member of Executive’s Group, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided ’s Group that in the aggregate such number does not exceed the product of (x) the total number of equals all Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), Executive’s Group at a price per unit Unit equal to the Fair Market Value of such unit Units (measured as of the delivery date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the notice referred Company held by Executive’s Group in accordance with the terms of the agreements pursuant to in Section 7.1(b))which such other units were acquired from the Company. (b) If the Executive Executive’s Group desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a)the Put Right, the Executive members of Executive’s Group shall send one written notice to Investors the Company setting forth the such members’ intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Units pursuant to Section 7.1(a) within the period described above4.1(a), which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Unitsmember of Executive’s Group. Subject to the provisions of Section 8.15.1, the closing of the purchase shall take place at the principal office of Investors the Company on a date specified by the Company no later of than the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executivenotice.

Put Option. (a) If the Executive's ’s employment with Investors the Company and its subsidiaries Subsidiaries terminates due to the Disability, Disability or death or Retirement of the Executive prior to the earlier of (i) a an initial Public Offering or (ii) a Sale Change of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units)Control, the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 8 5 hereof, for 180 days (the “Put Option Period”) following the date that is six (6) months after the date of such termination of employment of the Executive, to sell to Investorsthe Company, and Investors the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from each member of the Executive and his Permitted Transferees, if applicableExecutive’s Group, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by Executive’s Group that equals the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product sum of (xi) the total number of all Class A-2 Units collectively held by the Executive and all of his Permitted Transferees Executive’s Group and (yii) all Vested Units collectively held by the Applicable Percentage (measured as of the Termination Date)Executive’s Group, at a price per unit Unit equal to the Fair Market Value of each Class of such unit Units (measured as of the delivery date of death or such termination; provided, that, respecting any Units that have vested less than six months and one day prior to the date of such termination, such Fair Market Value shall be measured as of the notice referred date that is one day following the date that is six months after the date such Units had vested); provided, further, that in any case the Board shall have the right, in its sole discretion, to increase the foregoing purchase price. In order to exercise its rights with respect to the Units pursuant to this Section 4.1(a), the Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by the Executive’s Group in Section 7.1(b))accordance with the terms of the agreements pursuant to which such other units were purchased from the Company. (b) If the Executive Executive’s Group desires to exercise its option to require Investors the Company to repurchase Units pursuant to Section 7.1(a4.1(a), the Executive members of the Executive’s Group shall send one written notice to Investors the Company setting forth the such members’ intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Units pursuant to Section 7.1(a) within the period described above4.1(a), which notice shall specify the number of Units to be sold and shall include the signature of each member of the Executive and each Permitted Transferee desiring to sell UnitsExecutive’s Group. Subject to the provisions of Section 8.15.1, the closing of the purchase shall take place at the principal office of Investors the Company on a date specified by the Company no later of than the 30th 60th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject notice. (c) Notwithstanding anything herein to the provisions of Section 8.1contrary, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment rights of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated Executive’s Group as set forth in this Section 4.1 shall not in any way be affected by the Executiverights (whether or not exercised) of the Company or the Sponsor as set forth in Section 4.2 below.

Put Option. (a) If N▇▇▇ hereby grants to M▇ ▇▇▇▇▇▇ one or more options (each a “Put Option” and collectively the Executive's employment “Put Options” and, collectively with Investors the Call Option, the “Options”) to sell to NICK, and its subsidiaries terminates due to compel N▇▇▇ to purchase from M▇ ▇▇▇▇▇▇, the Put Shares for the Purchase Price pursuant to the Disability, death or Retirement following terms and conditions: (i) The Put Options shall become exercisable on not less than ninety (90) days prior written notice by M▇ ▇▇▇▇▇▇ to N▇▇▇ (a “Put Option Notice”) at any time following the fifth anniversary of the Executive Closing Date and prior to the earlier of (i) a Public Offering or (ii) a Sale fifteenth anniversary of the Company, for any Units issued 181 days or more prior to Closing Date (the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units“Put Period”), the Executive shall have the right, subject to the provisions following conditions: (A) If M▇ ▇▇▇▇▇▇ is terminated for Cause (as defined in his Employment Agreement (as defined in the SPA), as then in effect), M▇ ▇▇▇▇▇▇ shall not have any right to exercise any Put Option, or otherwise take any action that would result in an Option Closing, during the period commencing on the date of Section 8 hereofsuch termination through and including the date that is the one-year anniversary of such date of termination. (B) M▇ ▇▇▇▇▇▇ shall not have any right to exercise any Put Option, to sell to Investorsor otherwise take any action that would result in an Option Closing, and Investors shall be required to purchase (if as a result of such Option Closing M▇ ▇▇▇▇▇▇ would no longer own at least 158 shares of Common Stock of Amplex Holdings, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the provisions like, until: (1) if M▇ ▇▇▇▇▇▇ has ceased to serve as the Chief Executive Officer of Section 8 hereof), on one occasion from Amplex or will cease to serve as the Chief Executive and his Permitted Transferees, if applicable, all (but not less than all) Officer of Amplex as of the number of Units then held by Option Closing, the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product earlier of (x) the total number date a successor acceptable to the Board of Units collectively held Directors of NICK or Amplex, as determined by N▇▇▇ (the “Board”), has been appointed to serve as the Chief Executive and all Officer (or interim Chief Executive Officer of his Permitted Transferees and Amplex or substantially similar title) or (y) the Applicable Percentage date that is eighteen (measured 18) months after the date M▇ ▇▇▇▇▇▇ ceased to serve as the Chief Executive Officer of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b))Amplex. (b2) if M▇ ▇▇▇▇▇▇ continues to serve as the Chief Executive Officer of Amplex, the date the Board has identified a presumptive successor Chief Executive Officer of Amplex. (C) So long as M▇ ▇▇▇▇▇▇ is the Chief Executive Officer of Amplex from the Closing Date through the fifth anniversary of the Closing Date, the Put Options are only exercisable during the Put Period if the EBITDA Performance Metric has been achieved. (D) If M▇ ▇▇▇▇▇▇ ceases to serve as the Chief Executive desires Officer of Amplex at any time prior to the fifth anniversary of the Closing Date, the EBITDA Performance Metric condition shall not apply to exercise its option a Put Option. (E) M▇ ▇▇▇▇▇▇ may exercise the Put Options one or more times during the Put Period; provided, that M▇ ▇▇▇▇▇▇ may only exercise a Put Option once per twelve month period and for no less than 1,000 shares of Common Stock of Amplex Holdings (subject to require Investors to repurchase Units pursuant to Section 7.1(a)adjustment for any stock split, stock dividend, recapitalization, merger, consolidation, or similar event) per exercise or, if less than 1,000 shares then remain, all the Executive Put Shares that then remain in their entirety. (ii) The aggregate purchase price for the Put Shares upon exercise of a Put Option shall send one written notice to Investors setting forth be the intention Purchase Price. (iii) The Put Option Notice shall include M▇ ▇▇▇▇▇▇’▇ good faith calculation of Executive and Permitted Transfereesthe Purchase Price, along with supporting documentation used in preparation of the calculation of the Purchase Price. If NICK disputes (A) that the EBITDA Performance Metric has been achieved, if applicable, to collectively sell all Units pursuant to Section 7.1(a(B) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature satisfaction of the Executive and each Permitted Transferee desiring to sell Units. Subject to conditions set forth in Section 3.02(a)(i), or (C) the provisions of Section 8.1, the closing calculation of the purchase Purchase Price included in the Put Option Notice, then NICK shall take place at the principal office within twenty (20) days of Investors on the later receipt of the 30th day after Put Option Notice provide written notice, including supporting documentation and with reasonable detail, to M▇ ▇▇▇▇▇▇ of its (I) determination as to whether or not the giving of such notice and EBITDA Performance Metric has been achieved, if applicable, (II) determination as to whether or not the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1applicable condition has been satisfied, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment or (III) calculation of the appropriate purchase price by cashier's or certified check payable Purchase Price (the “Put Dispute Notice”). During such twenty (20) day period, M▇ ▇▇▇▇▇▇ shall respond to any questions NICK, its accountants and other advisors may have regarding the Executive or by wire transfer of immediately available funds to an account designated by the ExecutivePut Option Notice.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the DisabilityDisability or death of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, death for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement the purchase price per Unit shall be the greater of (1) the Fair Market Value (measured as of the Termination Date) and (2) the Cost of such Units and (y) if such termination occurs after the date which is 18 months from the date of this Agreement the purchase price per Unit shall be the Fair Market Value (measured as of the Termination Date) of such Units. (b) If the Executive's employment with Investors and its subsidiaries terminates due to the Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall shall, have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).Section (bc) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a5.1(a) or Section 5.1(b), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) or Section 5.1(b) within the period described above, which notice shall specify the number and class of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.16.1, the Executive shall deliver to Investors duly executed instruments transferring title to units the Units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) If Purchase from the Executive's employment with Investors MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and its subsidiaries terminates due equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the Disabilityperformance of its obligations under the Management Services Agreement and all other assets, death or Retirement including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to month immediately preceding the date of such termination of employment or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the ExecutiveMSO in respect of the Orthodontic Offices, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employmentincluding depreciation, no earlier than 181 days amortization and no later than 271 days after the date of issuance other adjustments of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), assets shown on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).Balance Sheet; and (b) Purchase, by obtaining an assignment from the 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 Dr. Leonard contemplated thereunder, an▇ ▇▇▇ ▇▇▇▇▇▇▇l and other intangible assets set forth on the 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 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 Executive MSO desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a)Put Option, the Executive MSO shall send one give written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject such election to the provisions of Section 8.1, New PC and Dr. Leonard at least twenty (20) calendar day▇ ▇▇▇▇▇ ▇▇ the date specified in such notice as the date for the closing of the purchase shall take place at the principal office of Investors on the later Put Option. Any exercise of the 30th day after Put Option by the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive MSO shall deliver to Investors duly executed instruments transferring title to units to Investors, against be made by an aggregate payment of the appropriate purchase price by cashier's or certified check payable to amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the Executive or by wire transfer of immediately available funds to an account designated by the Executive"Put Price").

Put Option. The MSO shall have the option (the "Put Option") to require the PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) If Purchase from the Executive's employment with Investors MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and its subsidiaries terminates due equipment comprising or located at the Orthodontic Office, including all replacements and additions thereto made by the MSO pursuant to the Disabilityperformance of its obligations under the Management Services Agreement and all other assets, death or Retirement including inventory and supplies and intangibles, set forth on the balance sheet as of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale end of the Company, for any Units issued 181 days or more prior to month immediately preceding the date of such termination of employment or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the ExecutiveMSO in respect of the Orthodontic Office, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employmentincluding depreciation, no earlier than 181 days amortization and no later than 271 days after the date of issuance other adjustments of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), assets shown on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).Balance Sheet; and (b) Purchase, by obtaining an assignment from the 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 Dr. Azani contemplated thereunder, and any ▇▇▇▇▇▇▇▇ and other intangible assets set forth on the 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 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 Office. If the Executive MSO desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a)Put Option, the Executive MSO shall send one give written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject such election to the provisions of Section 8.1, PC and Dr. Azani at least twenty (20) calendar days ▇▇▇▇▇ ▇▇ the date specified in such notice as the date for the closing of the purchase shall take place at the principal office of Investors on the later Put Option. Any exercise of the 30th day after Put Option by the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive MSO shall deliver to Investors duly executed instruments transferring title to units to Investors, against be made by an aggregate payment of the appropriate purchase price by cashier's or certified check payable to amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the Executive or by wire transfer of immediately available funds to an account designated by the Executive"Put Price").

Put Option. (a) If Commencing August 1, 1999 (the Executive's employment with Investors "First Put Date"), and its subsidiaries terminates due to the Disabilitycontinuing for a period of thirty (30) days thereafter, death or Retirement each holder of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive Note shall have the rightright (the "First Put Right") to request that the Company repurchase all, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Units then held by Conversion Shares that are subject to the Executive and such other number Put Option which shall be the entire amount of Units held by the Executive's Permitted Transferees as Note of the Executive may request provided that in Noteholder, (ii) the aggregate such number does not exceed the product of Put Price, and (xiii) the total number of Units collectively held by date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the Executive and all of his Permitted Transferees and First Put Date, on which the Put Option shall be exercised (y) the Applicable Percentage (measured as of the Termination "First Put Exercise Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)"). (b) If Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Executive desires Note shall have a second right (the "Second Put Right") to exercise its option request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to require Investors one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase Units pursuant all, but not less than all, of the outstanding Note subject to Section 7.1(athe First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the Executive provisions in subsection (d) below shall send one written notice apply. In the event the Company declines to Investors setting forth repurchase the intention of Executive and Permitted Transfereesoutstanding Note subject to the First Put Right and/or Second Put Right, if as applicable, to collectively sell all Units the Note shall remain convertible pursuant to Section 7.1(a) within their terms at the period described above, which notice shall specify the number of Units to be sold and shall include the signature option of the Executive and each Permitted Transferee desiring to sell Units. Subject to holders thereof. (d) Assuming the provisions of Section 8.1Company has delivered a Company Acceptance Notice, the closing of the purchase shall take place at the principal office of Investors on the later of First Put Exercise Date or the 30th day after Second Put Exercise Date, as applicable, (i) the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive Purchaser shall deliver to Investors duly executed instruments transferring title the Company the Note, properly endorsed, representing the Note subject to units the Put Option, and (ii) the Company shall deliver to Investorsthe Purchasers, against payment of in immediately available funds, the appropriate applicable Put Price. The purchase price by cashier's for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or certified check payable to the Executive or by wire transfer Second Put Exercise Date, as the case may be, with interest on each installment at the rate of immediately available funds to an account designated by the Executiveten percent (10%) per annum.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries Employment terminates due to the Disability, death or Retirement (such date of termination, the Executive "Put Date"), in either case prior to the earlier of (i) a Public Offering or (ii) a Sale the fifth anniversary of the CompanyGrant Date, for any Units issued 181 days or more prior to the date of termination of employment each of the Executive and the Executive, within 120 days after such date of termination of employment 's Permitted Transferees (or in hereinafter sometimes collectively referred to as the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive "EXECUTIVE GROUP") shall have the right, subject to the provisions of Section 8 5 hereof, for 90 days following the Put Date (or, if the Options are exercised after the Put Date, 90 days following the date of such exercise), to sell to Investorsthe Company, and Investors the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from each member of the Executive and his Permitted Transferees, if applicableGroup, all (but not less than all) of the number of Common Units then held by the Executive and such other number Group at a price per Common Unit equal to the greater of Units held by Fair Market Value (measured as of the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (xTermination Date) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) or Cost for the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as ) of the delivery Common Units and (y) Cost for the remainder of the notice referred Common Units: PROVIDED that in any case the Management Committee shall have the right, in its sole discretion, to in Section 7.1(b))increase any of the foregoing purchase prices. (b) If the Executive Group desires to exercise its option to require Investors the Company to repurchase Common Units obtained upon exercise of the Option pursuant to Section 7.1(a4.1 (a), the members of the Executive Group shall send one written notice to Investors the Company setting forth the such members' intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Common Units pursuant to Section 7.1(a) within the applicable 90-day period described above, which notice shall specify the number of Units to be sold and shall include the signature signed by each member of the Executive and each Permitted Transferee desiring to sell UnitsGroup. Subject to the provisions of Section 8.15. 1, the closing of the purchase shall take place at the principal office of Investors the Company on a date specified by the Company no later of than the 30th 60th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executivenotice.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to --------- purchase (subject to the provisions of Section 8 hereof), on one occasion from --------- the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)); provided that, if Executive holds more than one Class of Units, Executive must exercise his rights under this Section 7.1 on an equal percentage across such Classes. (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall -------------- send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall -------------- specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the ----------- principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive ----------- shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.