Common use of Put Option Clause in Contracts

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the price 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) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders Purchaser shall have the right right, and one available remedy for such breach shall be, to sell to Leeds, and Leeds shall have the Breaching Shareholder obligation to purchase from the Purchaser, a number of Equity Securities shares of Common Stock equal to the number of Equity Securities shares the Non-Breaching Shareholders Purchaser would have been entitled to transfer sell to the transferee purchaser in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms of Section 1 hereof. Such sale shall be made on the following terms and conditions: (a) the The price per share (the "Share Price") at which the Equity Securities shares are to be sold to Leeds shall be equal to the greater sum of (i) the price per share Share Price paid by the transferee purchaser to the Leeds Affiliate in the Prohibited Transfer and (ii) simple interest on the Call Fair Market Value. The Breaching Shareholder shall also reimburse Share Price, computed at a rate equal to eighteen percent (18%) per annum, pro rated for the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred pursuant period of time between the payment in full of the purchase price with respect to the exercise or put option described herein by Leeds and receipt by the attempted exercise Leeds Affiliate of any proceeds from the Non-Breaching Shareholders’ rights under Section 2;Prohibited Transfer giving rise to the put option. (b) within ninety (90) Within 90 days after the later of the dates on which the Non-Breaching Shareholders Purchaser (i) received notice from Leeds of the Prohibited Transfer or (ii) otherwise became becomes aware of the Prohibited Transfer, the Non-Breaching Shareholders Purchaser shall, if exercising the put option created hereby, deliver to the Breaching Shareholder Leeds the certificate or certificates representing Equity Securities the Purchaser's Common Stock shares to be sold, each certificate to be properly endorsed for transfer;Transfer. (c) the Breaching Shareholder Leeds shall, upon concurrently with its receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholders, Purchaser pursuant to this Section 4.22.2(b), pay and deliver to the Purchaser in cash the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(a), in cash by certified check or by other means acceptable bank draft made payable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation order of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofPurchaser.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to As soon as practicable 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 Equity Securities are to be sold shall be equal to the greater of (i) the price 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) within event not later than ninety (90) days after the later end of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfereach such fiscal year, the Non-Breaching Shareholders shall, if exercising the option created hereby, Company shall deliver to the Breaching Shareholder Registered Holder copies of the certificate audited consolidated financial statements of the Company and its subsidiaries (the "Financial Statements") for the fiscal years of the Company ending on or certificates representing 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 Company of an irrevocable notice (the "Put Notice"), to require the Company to purchase, at the price determined pursuant to Section 14A(i), (x) all of the Warrant Interests, if any, then owned by the Registered Holder hereof, and (y) this Warrant (collectively, the "Equity Securities Rights"); provided, however, that the obligation of the Company to purchase such Equity Rights shall be sold, each certificate subject to be properly endorsed for transfer; (cA) the Breaching Shareholder shall, upon receipt 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 certificate 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 certificates for extension of financing, shall not be on terms more onerous than that which is being refinanced or extended; provided further, that the Equity Securities 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 be sold by purchase the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor Warrants Interests and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable Warrant subject to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching ShareholdersPut Notice. The exercise of any Non-Breaching Shareholder’s rights under the provisions For purposes of this Section 4.2 shall not be deemed 14, "Put Window" means, with respect to be consent any fiscal year of the Company, the period commencing on the earlier of (x) the date of delivery to the Registered Holder of the Financial Statements with respect to such fiscal year or ratification (y) ninety (90) days after the end of a violation such fiscal year, and ending ninety (90) days after the date of Section 2 hereofdelivery to the Registered Holder of the Financial Statements with respect to such fiscal year.

Put Option. In the event of If a Prohibited TransferTransfer occurs, the Nonin respect of Section 9.1(i), each Co-Breaching Shareholders Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, shall have the right to sell to the Breaching Shareholder Transfer or the number of Equity Securities equal to the number of Equity Securities the NonShares such Co-Breaching Shareholders Sale Holder would have been entitled to transfer Transfer to the transferee in Prospective Purchaser pursuant to its Rights of Co-Sale but for the Prohibited Transfer had (such Shares, the Prohibited Transfer under Section 2 hereof been effected pursuant “Put Shares”). The foregoing sale to and in compliance with the terms hereof. Such sale Transferor shall be made on the following terms and conditions: (a) the price per share at which the Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid by of each Put Share shall be equal to the transferee price per share specified in the Prohibited Transfer and (ii) Notice; provided that the Call Fair Market Value. The Breaching Shareholder Transferor shall also reimburse the Nonsuch Co-Breaching Shareholders for Sale Holder any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the NonRights of Co-Breaching Shareholders’ Sale and the rights under this Section 2;9; and (bii) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of following the Prohibited Transfer, the Nonsuch Co-Breaching Shareholders shall, if exercising the Sale Holder who has elected to exercise its put option created hereby, under this Section 9 shall deliver to the Breaching Shareholder the certificate such Transferor an instrument of transfer and one or more certificates representing Equity Securities the Shares to be soldsold under this Section 9, each certificate to be properly endorsed for transfer; (c) , or an affidavit of lost certificate representing the Breaching Shareholder same. Such Transferor shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2foregoing, pay the aggregate purchase price therefor for the Put Shares set forth hereunder and the amount of reimbursable fees and expenses, as specified in Section 4.2(aexpenses (if any), in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale Holder. The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to such Transferor and such Co-Sale Holder representing the Non-Breaching Shareholders; and (d) notwithstanding Shares held by each of them giving effect to the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent sale of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of Put Shares to such Transferor contemplated in this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof9.1.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right (a) The Company and STC hereby jointly and severally agree to sell to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: purchase any Shares owned by Cinergy or any Management Investor if (a) the price per share at which the Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid transactions contemplated by the transferee in Subscription Agreement are consummated after termination of the Prohibited Transfer Merger Agreement and (iib) the Call Fair Market Value. The Breaching Shareholder such Stockholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred pursuant have given notice of its intent to the exercise or the attempted exercise its put rights under this Section 2.7 within twenty business days of the Non-Breaching Shareholders’ rights under Section 2;date the transactions contemplated by the Subscription Agreement are consummated. (b) within ninety (90) days after Parent or STC, as the later case may be, shall pay to the Stockholder exercising put rights under this Section 2.7, by wire transfer of immediately available funds, against delivery of the dates on which certificates representing the Non-Breaching Shareholders put Common Stock, (ix) received $8.00 plus (y) an amount equal to the difference between $8.00 and such Stockholder's adjusted tax basis (certified in the notice of intent delivered pursuant to Section 2.7(a)) in the Prohibited Transfer or put Shares multiplied by the highest applicable U.S. federal and state income tax rate applicable to such Stockholder (iiplus in each case a full gross-up to account for the additional amount equal to the taxes payable at such highest applicable rate on the amounts payable under this clause (y) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if including this parenthetical phrase). (c) Each Stockholder exercising the option created hereby, their put rights under this Section 2.7 shall deliver to Parent or STC, as the Breaching Shareholder the certificate or certificates representing Equity Securities case may be, at a closing to be soldheld at the offices of Parent on the fifth business day following Parent's receipt of notice of such Stockholder's exercise of its put rights under this Section 2.7 (or such other date and place as the parties agree), each certificate to be one or more certificates, properly endorsed for transfer; (c) , which represent all the Breaching Shareholder shallShares owned by such Stockholder, upon receipt and each such Stockholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable given each such Stockholder's percentage ownership in the Parent in the context of the certificate proposed sale, including without limitation representations and warranties (and indemnities with respect thereto) that the transferee of the Shares (or certificates for the Equity Securities interests therein) is receiving title to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(asuch Shares (or interests therein), in cash free and clear of all pledges, security interests, adverse claims, other liens or by restrictions on transfer (other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to than restrictions on transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofapplicable securities laws).

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders The MSO shall have the right option (the "Put Option") to sell to require the Breaching Shareholder New PC, upon termination of the number of Equity Securities equal to Management Services Agreement by the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer MSO under Section 2 hereof been effected pursuant to and in compliance with 10.2 thereof or upon expiration of the terms hereof. Such sale shall be made on Term of the following terms and conditionsManagement Services Agreement, to: (a) Purchase from the price per share MSO at which book value all of the Equity Securities are to be sold shall be equal to leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the greater of (i) the price per share paid Orthodontic Offices, including all replacements and additions thereto made 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 MSO pursuant to the exercise or performance of its obligations under the attempted exercise Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the Non-Breaching Shareholders’ rights under Section 2;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, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) within ninety (90) days after Purchase, by obtaining an assignment from the later MSO, at book value, the right to receive payments for breach of the dates on which the Non-Breaching Shareholders (i) received notice restrictive covenants provided for in Section 3.7 of the Prohibited Transfer Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or (ii) otherwise became aware depreciation of the Prohibited Transferrestrictive covenants, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer;and any goodwill and other intangible assets; and (c) the Breaching Shareholder shallAssume all debt and all contracts, upon receipt payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates 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 (20) calendar days prior to the date specified in such notice as the date for the Equity Securities to be sold closing of the Put Option. Any exercise of the Put Option by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof MSO shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent made by an aggregate payment of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights amounts computed under the provisions Clauses (a) and (b) of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof(collectively, the "Put Price").

Put Option. 8.1 In consideration of the event Investors’ agreement to subscribe for the Subscription Shares and in consideration of a Prohibited Transferthe payment of HK$50 by each Investor to the Company (receipt of which is hereby acknowledged), the Non-Breaching Shareholders shall have the right to sell Company hereby grants to the Breaching Shareholder Investors an irrevocable option to require the number of Equity Securities equal Company to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the price 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) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be voidpurchase, and the Company hereby irrevocably and unconditionally agrees to purchase, from the Investors upon the Investors exercising the Put Option at any time during the Put Option Period and the period stated in paragraph 1.1.2 of schedule 4, all the Option Shares at the Put Option Price on and subject to the terms and conditions set out in schedule 4 (“Purchase Agreement”). 8.2 The Company and the Existing Shareholder agree to do all acts, including the procurement of their duly appointed directors of the relevant resolutions, and execute all documents to ensure that the Company may, and shall (once the Put Option has been exercised), lawfully purchase the Option Shares in accordance with the Purchase Agreement. 8.3 Without prejudice to the agreement contained in clause 8.1, the Company and the Existing Shareholder undertake to each of the Investors that the Company shall, with the Subscription Price received and out of any future subscription of Shares, allocate to the share premium account of the Company such amounts as will maintain the amount standing to the credit of such account in the sum of not less than the equivalent of US$9,000,000 until immediately prior to a Qualified IPO, and that, until the occurrence of a Qualified IPO, the Company and the Existing Shareholder shall procure that such account shall be applied solely towards the payment of the Put Option Price to the Investors. 8.4 In the event that due to the partial or complete non-compliance with clause 8.3 and/or due to any legal obstacle, restriction or prohibition (regardless of whether or not the same has arisen following any change in law or regulations, but of which the Company and the Existing Shareholder represents to the Investors there are none as of the date hereof and as of the Completion Date) and/or due to the Company not having sufficient funds, the Company is unable to purchase all the Option Shares in accordance with the provisions hereof, then without prejudice to any rights of the Investors in relation to any breach by the Company and/or the Existing Shareholder under clauses 8.1, 8.2 and/or 8.3, the Company shall purchase such of the Option Shares as it will is legally permitted and/or able to purchase and: 8.4.1 the Existing Shareholder, and 8.4.2 to the extent of the value of the Shares or loan stock convertible into Shares as are comprised in the Reorganisation Issue and are charged in favour of the Investors by ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇, jointly and severally, agree that they shall forthwith on demand of the Investors purchase from the Investors all or such of the Option Shares at the Put Option Price as have not effect such a transfer nor will it treat any alleged transferee been purchased by the Company (as the holder case may be). 8.5 To secure the undertakings given to the Investors in this clause 8 but without limiting the extent of such Equity Securities without undertaking, the written consent Existing Shareholder shall execute the Share Charge in respect of at least 686,404 Shares legally and beneficially owned by it in favour of the Non-Breaching ShareholdersInvestors on or prior to Completion. The exercise Investors agree that they shall at the request of the Existing Shareholder and subject to the terms of the Share Charge, discharge and release such charged Shares (or part thereof) from the Share Charge against substitution by the same number of Shares or loan stock convertible into the same number of Shares without further payment credited as fully paid as are comprised in the Reorganisation Issue and to be charged in favour of the Investors by ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ under an instrument in substantially the same form as the Share Charge. 8.6 The Company undertakes to give effect to whatsoever action that the Investors may take in the event that the Investors shall enforce their security under the Share Charge against the Existing Shareholder and/or ▇▇. ▇▇▇▇ and/or ▇▇. ▇▇▇▇, and the Existing Shareholder and ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ shall procure that any directors of the Company appointed by any of them (if any) shall vote in favour of any Non-Breaching Shareholder’s rights action taken by the Investors (including the registration of any Shares charged under the provisions Share Charge in the name(s) of this Section 4.2 shall not be deemed to be consent to the Investors or ratification any party nominated by any of a violation of Section 2 hereofthem).

Put Option. 6.1 In the event a Founder should sell any Founder’s Stock in contravention of the co-sale rights of the Investors under this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. 6.2 In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to the Breaching Shareholder Founder the type and number of Equity Securities shares of Common Stock equal to the number of Equity Securities the Non-Breaching Shareholders shares such Investor would have been entitled to transfer to the transferee in the Prohibited Transfer purchaser had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) the The price per share at which the Equity Securities shares are to be sold to the Founder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to the Founder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Founder shall also reimburse the Non-Breaching Shareholders each Investor 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’ Investor’s rights under Section 2;3. (b) within ninety Within thirty (9030) days after the later of the dates on which date the Non-Breaching Shareholders (i) Investor received written notice of the Prohibited Transfer Transfer, or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders each Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Founder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The Founder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersan Investor, pursuant to this Section 4.2subsection 6.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(asubsection 6.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; andInvestor. (d) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder Founder to transfer Equity Securities Founder’s Stock in violation of Sections 2 or Section 3 hereof shall be void, void and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities shares without the vote or written consent of a majority in interest of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofInvestors.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to the Breaching Shareholder Transferor the type and all or a portion of the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders such Investor would have been entitled to transfer to the transferee in the Prohibited Transfer prospective purchaser under Section 10 hereof had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:. (ai) the The price per share at which the Equity Securities are to be sold to the Transferor shall be equal to the greater of (i) the price per share Offered Share that would have been paid by the transferee prospective purchaser to such Investor and the Transferor in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Transferor shall also reimburse the Non-Breaching Shareholders each Investor for any and all reasonable and documented fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ such Investor’s rights under Section 2;Sections 8 through 12. (bii) within ninety Within sixty (9060) days after the later of the dates on which the Non-Breaching Shareholders an Investor (ix) received notice of the Prohibited Transfer or (iiy) otherwise became becomes aware of the Prohibited Transfer, the Non-Breaching Shareholders such Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Transferor an instrument of transfer and either the certificate or certificates representing Equity Securities to be soldsold under this Section 13 by such Investor, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder , or an affidavit of lost certificate. The Transferor shall, immediately upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the Non-Breaching Shareholders; and (d) notwithstanding Transferor and such Investor reflecting the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not held by them following giving effect to such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereoftransfer.

Put Option. In the event of a Prohibited TransferTransfer by a Principal Shareholder, the Non-Breaching Shareholders a Holder shall have the right (but shall not be obligated) to sell sell, to the Breaching Principal Shareholder who made the Prohibited Transfer, a number of Equity Securities Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Equity Securities Shares that the Non-Breaching Shareholders Holder would have been entitled to transfer to the transferee proposed purchaser in the Prohibited Transfer had pursuant to this Section 15, assuming the Prohibited Transfer Holder elected to exercise its co-sale rights under Section 2 hereof been effected pursuant 15.2 to and in compliance with the terms hereoftheir fullest extent. Such sale shall be made on the following terms and conditions: (a) the 15.6.1 The price per share at which the Equity Securities Shares are to be sold to any such Principal Shareholder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Principal Shareholder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Such Principal Shareholder shall also reimburse the Non-Breaching Shareholders Holder for any and all reasonable fees and expenses, including legal attorneys’ fees and expenses, incurred pursuant to the exercise or the attempted any exercise of the Non-Breaching Shareholders’ Holder’s rights under this Section 2;15.6. (b) within ninety (90) 15.6.2 Within 90 days after the later earlier of the dates on which the Non-Breaching Shareholders Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer Transfer, or (ii) otherwise became aware obtained actual knowledge of the Prohibited Transfer, the Non-Breaching Shareholders Holder shall, if exercising the put option created hereby, deliver to the Breaching such Principal Shareholder the certificate or certificates representing Equity Securities Shares to be sold, each certificate to be properly endorsed for transfer;. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. (c) the Breaching 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities Shares to be sold by the Non-Breaching ShareholdersHolder, pursuant to this Section 4.215.6.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpenses reimbursable under Section 15.6.1, as specified in Section 4.2(a), in cash by check or by other means acceptable wire transfer made payable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent order of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofHolder.

Put Option. In the event any Ordinary Shareholder should directly or indirectly sell, assign, transfer, hypothecate, pledge, mortgage, encumber or otherwise dispose of any interest in Ordinary Shares in contravention of the transfer restrictions in Section 4 (a “Prohibited Transfer”), the Investors shall have the put option provided below, and such Ordinary Shareholder shall be bound by the applicable provisions of such option. (i) In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to the Breaching Ordinary Shareholder the type and number of Equity Securities Ordinary Shares equal to the number of Equity Securities the Non-Breaching Shareholders Ordinary Shares such Investor would have been entitled to transfer to the third-party transferee in the Prohibited Transfer under Section 4.4 hereof had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (aii) the The price per share at which the Equity Securities shares are to be sold to the Ordinary Shareholder shall be equal to the greater highest of (ix) one hundred and twenty percent (120%) of the Series A Issue Price, (y) the fair market value of the Series A Shares be sold pursuant to such put option or (z) the price per share paid by the third-party transferee to the Ordinary Shareholder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Ordinary Shareholder shall also reimburse the Non-Breaching Shareholders each Investor for any and all fees and expenses, including legal fees and expenses, reasonably and properly incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ such Investor’s rights under Section 2;4. (biii) within Within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders Investor (i1) received notice of the Prohibited Transfer or (ii2) otherwise became becomes aware of the Prohibited Transfer, the Non-Breaching Shareholders such Investor shall, if exercising the option created hereby, deliver to the Breaching Ordinary Shareholder the certificate or certificates Transfer Documents representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;sold under this Section 4.6 by such Investor. (civ) the Breaching The Ordinary Shareholder shall, upon receipt of the certificate or certificates for Transfer Documents relating to the Equity Securities shares to be sold by the Non-Breaching Shareholdersa Investor, pursuant to this Section 4.24.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(asubparagraph 4.6(b)(i), in cash or by other means acceptable to the Non-Breaching Shareholders; and Investor. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (d5) notwithstanding days reissue certificates, as applicable, to the foregoing, any attempt by a Breaching Ordinary Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not Investor reflecting the new securities held by them giving effect to such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereoftransfer.

Put Option. (a) If the Stockholder's employment with Holdings and its Subsidiaries is terminated by Holdings or its Subsidiaries without Cause, by the Stockholder for Good Reason, or by reason of Stockholder's Disability, death or Retirement , in each case prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, then each of the Stockholder and the Stockholder's Permitted Transferees (hereinafter sometimes collectively referred to as the "STOCKHOLDER GROUP") shall have the right, subject to the provisions of Section 7.5 hereof, for 180 days following the date of termination due to death and for 90 days for any other termination described in this sentence, to sell to Holdings, and Holdings shall be required to purchase (subject to the provisions of Section 7.5 hereof), on one occasion from each member of the Stockholder Group, all (but not less than all) of the shares of Common Stock then held by such member, at a price per share equal to the applicable purchase price determined pursuant to Section 7.3(c). (b) If the Stockholder Group desires to exercise its option to require Holdings to repurchase shares pursuant to Section 7.2(a), the members of the Stockholder Group shall send one written notice to Holdings setting forth the intention to sell all of their shares of Common Stock pursuant to Section 7.2(a) within the applicable period described therein, which notice shall include the signature of each member of the Stockholder Group (other than the Stockholder if deceased or incompetent, in which case the signature of such Stockholder's authorized representative). Subject to the provisions of Section 7.5, the closing of the purchase shall take place at the principal office of Holdings on a date specified by Holdings no later than the 60th day after the giving of such notice. (c) In the event of a Prohibited Transferpurchase by Holdings pursuant to Section 7.2(a), the Non-Breaching Shareholders purchase price shall have the right to sell to the Breaching Shareholder the number of Equity Securities be a price per share equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the price 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 Value (measured as of the Non-Breaching Shareholders’ rights under Section 2; (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(aTermination Date), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof.

Put Option. 4.1 At any time between the twelfth (12th) month anniversary of the effective date of this Agreement, and the expiration period established in Section 4.3, Madera shall be entitled to contribute (the "PUT OPTION") to the capital of Cardinal all of the Shares then owned by Madera (the "PUT SHARES") for a Class A Limited Partnership Interest (the "Interest"). Attached hereto as Exhibit A is the Agreement of Limited Partnership of Cardinal. In the event of a Prohibited TransferMadera exercises its put option under this Section 4, the Non-Breaching Shareholders shall have the right to sell to the Breaching Shareholder the number Agreement of Equity Securities equal to the number Limited Partnership of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale Cardinal shall be made on amended to reflect the following terms and conditionsfollowing: (a) the price per share at which the Equity Securities are to be sold The Interest shall be entitled to receive distributions in an amount equal to (the greater of "PRIORITY POSITION"): (i) the price per share paid forty cents (U.S.$.40) multiplied by the transferee in the Prohibited Transfer and number of Put Shares contributed by Madera to Cardinal LESS (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expensescash dividends, including legal fees and expenses, incurred pursuant cash distributions or other consideration received by Madera from UniMark with respect to the exercise or Put Shares. In addition, during the attempted exercise of period that the Non-Breaching Shareholders’ rights under Section 2;Put Option has been exercised without distributions to Madera, the Interest shall be entitled to receive distributions in an amount equal to 6.0% per annum multiplied by the unpaid Priority Position. (b) within ninety (90) days after Upon the later entire amount of the dates on which distributions under (a) being made, the Non-Breaching Shareholders (i) received notice holder of the Prohibited Transfer or (ii) otherwise became aware of Interest shall be entitled to no further distributions from Cardinal and the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver Interest shall be assigned to the Breaching Shareholder the certificate nominee of Cardinal or certificates representing Equity Securities to otherwise be sold, each certificate to be properly endorsed for transfer;extinguished. (c) No distribution shall be made to any other partner of Cardinal so long as the Breaching Shareholder shall, upon receipt holder of the certificate or certificates for Interest has not received the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the entire amount of reimbursable fees and expenses, as specified in Section 4.2(adistributions provided under (a), in cash or by other means acceptable to the Non-Breaching Shareholders; and. (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation Approval of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent Interest shall be required if Cardinal proposes to incur any indebtedness or other obligations which would significantly impair the ability of Cardinal to make the distributions under (a) with respect to the Interest. (e) Any income realized by Cardinal in any fiscal year shall be allocated to the Interest to the extent distributions are made with respect thereto. (f) On a dissolution of Cardinal, the holder of the Non-Breaching Shareholders. The exercise Interest shall be entitled to any distributions under (a) to the extent such distributions remained unpaid prior to any distributions to the partners of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofCardinal.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders (a) Any Purchaser shall have the right to sell cause the Company to redeem a portion of such Purchaser's Shares, at any time and from time to time, after May 3, 2002 at 100% of the Stated Value, together with all accrued and unpaid dividends thereon through the date of redemption plus a Put Premium (as defined below). The maximum number of Shares, expressed as a percentage of the total number of Shares issued, that may be redeemed in any of the periods set forth below pursuant to this Section 3.20 is set forth in the table below. To achieve such a result, no Purchaser, for any period set below, may request redemption of more than that percentage, set forth below, of its Shares held as of the beginning of such period. In addition, each Purchaser may request only up to three such redemptions during any of the periods set forth below. The "Put Premium" shall be an additional payment by the Company to the Breaching Shareholder the number of Equity Securities equal Purchaser in an amount such that when added to the number total dividends paid to such Purchaser through the date of Equity Securities redemption will yield an annual percentage rate of return ("Total Return") to such Purchaser set forth below opposite the Non-Breaching Shareholders would have been entitled to transfer to period in which such redemption occurs. Whereas all dividends paid on the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale Shares shall be made on cash dividends, the following terms and conditions: (a) the price per share at which the Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid additional amount represented by the transferee in Put Premium may, at 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 option of the Non-Breaching Shareholders’ rights under Section 2;Purchaser, be paid in cash or in shares of registered Common Stock. Redemption Maximum Percentage Date of Shares Redeemed Total Return May 3, 2002 - May 4, 2003 33% 18% May 3, 2003 - May 4, 2004 66% 19% May 3, 2004 and thereafter 100% 20% (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities If any Shares are to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, redeemed pursuant to this Section 4.23.20, pay notice thereof (the aggregate purchase price therefor "Redemption Notice") shall be sent at least 90 days prior to the date requested for redemption (the "Redemption Date") to the Company. The Redemption Notice shall state the Redemption Date and whether the amount of reimbursable fees and expenses, as specified in Section 4.2(a), Purchaser wishes to receive the Put Premium in cash or by other means acceptable registered Common Stock. At any time prior to the Non-Breaching Shareholders; and (d) notwithstanding the foregoingRedemption Date, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and such later date if the Company agrees that it will not effect fails to redeem such Shares on the Redemption Date, the Purchaser may retract the Redemption Notice and submit a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofConversion Notice in lieu thereof.

Put Option. In The Company hereby grants the event of a Prohibited Transfer, Equity Holder the Nonpersonal and non-Breaching Shareholders shall have the transferable right and option to sell to the Breaching Shareholder Company and the number Company hereby agrees to purchase from the Equity Holder all but not less than all the Shares (together with any and all distributions, if any, on such Shares in the form of Equity Securities equal additional Shares or other shares of capital stock of the Company) issued to the number Equity Holder pursuant to this Agreement in the event the Company has not entered into a firm commitment underwritten public offering of its common stock pursuant to a Registration Statement chosen by the Company and its counsel under the Securities Act (a "Public Offering") on or before January 1. 2001 (the "Measurement Date"). The purchase price for the purchase and sale described in this Section 4 shall be $10,000. In the event the Equity Securities Holder elects to sell its Shares under this Section 4, (i) it shall notify the Non-Breaching Shareholders would have been entitled Company in writing of its desire to transfer sell the Shares within sixty (60) days after the Measurement Date provided no Public Offering has occurred on or prior to the transferee Measurement Date, and (ii) it shall deliver to the Company certificate(s) representing all but not less than all the Shares subject to sale hereunder duly endorsed for transfer in blank together with such assignment and transfer documentation as is reasonably requested by the Prohibited Transfer had Company. Upon receipt by the Prohibited Transfer under Company of the items described in subparagraphs (i) and (ii) above, the Company shall pay the purchase price to the Equity Holder in cash or in certified bank funds. The closing of the purchase and sale contemplated in this Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale 4 shall be made occur on the following terms and conditions: (a) the price per share at which the Equity Securities are to be sold shall be equal to the greater later of (i) the price per share paid by the transferee in the Prohibited Transfer and ten (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) within ninety (9010) days after the later of Equity Holder delivers to the dates on which Company the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer items required in this Section 4; or (ii) otherwise became aware thirty (30) days after the date of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver written notice to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for Company by the Equity Securities Holder of its election to be sold sell Shares under this Section 4. Any failure by the Non-Breaching Shareholders, pursuant Equity Holder to comply strictly with the terms and provisions described in this Section 4.2, pay 4 for sale shall invalid and terminate the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofput option set forth herein.

Put Option. In Without prejudice to the event other provisions hereof, if any shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Sections 11.1 through 11.3, then, so long as the Dragging Parties give their written consent, each holder of a Prohibited Transfer, the Non-Breaching Shareholders Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) shall have the right to sell require the Dissenting Member to purchase in cash up to all of the Breaching Shareholder the number of Equity Securities Preferred Shares held by such holder at a price per Preferred Share equal to the number amount that a holder of Equity Securities the Non-Breaching Shareholders a Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) would have received in respect of a Preferred Share had the Company been entitled to transfer sold for cash in the Approved Sale and the full proceeds therefrom available for distribution to the transferee in members of the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal Company were distributed to the greater members in accordance with Article 8.2(B) (Distribution on Trade Sale) of (i) the price per share paid by the transferee in the Prohibited Transfer Memorandum and (ii) the Call Fair Market ValueArticles. The Breaching Shareholder Dissenting Member shall also reimburse the Non-Breaching Shareholders such holder of Preferred Shares for any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights right of such holder of Preferred Shares under this Section 2; 11.5. Within fifteen (b) within ninety (9015) days after a holder of Preferred Shares delivers a notice to the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Breaching Shareholder Dissenting Member the certificate or certificates representing Equity Securities Preferred Shares to be sold, each certificate to be sold under this Section 11.5 by such holder of Preferred Shares properly endorsed for transfer; (c) , if certificated, plus an executed instrument of transfer and the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as specified in provided for under this Section 4.2(a)11.5, in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofPreferred Shares.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders Investors shall have the right to sell to the Breaching Shareholder the selling Transferor or Transferors a number of Equity Securities shares of Common Stock (either directly or through delivery of Preferred Stock) equal to the number of Equity Securities shares the Non-Breaching Shareholders Investors would have been entitled to transfer to the transferee Purchase Offeror in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) the The price per share and terms at which the Equity Securities shares are to be sold to the selling Transferor or Transferors shall be equal to the greater of (i) the price per share paid and terms agreed to by the transferee purchaser to the selling Transferor or Transferors in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder selling Transferor or Transferors shall also reimburse the Non-Breaching Shareholders Investors 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’ Investors' rights under Section this Article 2;. (b) within ninety (90) Within 90 days after the later of the dates on which the Non-Breaching Shareholders Investors (i) received notice from a Transferor of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders Investors shall, if exercising the put option created hereby, deliver to the Breaching Shareholder selling Transferor or Transferors the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The selling Transferor or Transferors shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching ShareholdersInvestor, pursuant to this Section 4.22.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(a), in cash by certified check or by other means acceptable bank draft made payable to the Non-Breaching Shareholders; andorder of the Investors. (d) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities shares of the Company in violation of Sections 2 or 3 hereof Article 1 hereof, shall be void, void and the Company agrees that it will not effect such a transfer nor will it treat any alleged purported transferee as the holder of such Equity Securities shares without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofInvestors.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to the Breaching Shareholder the Violating Stockholders a number of Equity Securities shares of Stock (either directly or through delivery of any class of convertible preferred stock) equal to the number of Equity Securities the Non-Breaching Shareholders shares each Investor would have been entitled to transfer to the transferee purchaser in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) the The price per share at which the Equity Securities shares are to be sold to the Violating Stockholders shall be equal to the greater of (i) the price per share paid by the transferee purchaser to the Violating Stockholders in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Violating Stockholders shall also reimburse the Non-Breaching Shareholders each Investor 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’ such Investor’s rights under Section 2;this Agreement. (b) within Within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders Investors (i) received notice from the Violating Stockholders of the Prohibited Transfer Transfer, or (ii) otherwise became become aware of the Prohibited Transfer, the Non-Breaching Shareholders each Investor shall, if exercising the put option created hereby, deliver to the Breaching Shareholder Violating Stockholders the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The Violating Stockholders shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersan Investor, pursuant to this Section 4.22.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(a), in cash by certified check or by other means acceptable bank draft made payable to the Non-Breaching Shareholders; andorder of such Investor. (d) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities shares of the Company in violation of Sections 2 or 3 Article I hereof shall be void, void and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities shares without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofInvestors.

Put Option. (a) In the event that a Stockholder or the Major Holder, as applicable, should sell any Capital Stock in contravention of the co-sale rights set forth in Section 5.4 of this Agreement (a “Prohibited Transfer”), the Non-Selling Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Stockholder or the Major Holder, as applicable, shall be bound by the applicable provisions of such option; provided, however, that this Section 7.1 shall not operate to waive, reduce, diminish, or otherwise limit the enforceability of any other provision of this Agreement, including, without limitation, those set forth in Sections 5 and 6. (b) In the event of a Prohibited Transfer, the each Non-Breaching Shareholders Selling Stockholder shall have the right to sell to the Breaching Shareholder selling Stockholder or the Major Holder, as applicable, the type and number of Equity Securities shares of Capital Stock equal to the number of Equity Securities the shares such Non-Breaching Shareholders Selling Stockholder would have been entitled to transfer Transfer to the transferee in the Prohibited Transfer purchaser under Section 5.4 hereof had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ai) the The price per share at which the Equity Securities shares are to be sold to the Stockholder or the Major Holder, as applicable, shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Stockholder or the Major Holder, as applicable, in the such Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Stockholder or the Major Holder, as applicable, shall also reimburse the each Non-Breaching Shareholders Selling Stockholder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the such Non-Breaching Shareholders’ Selling Stockholder’s rights under Section 2;5.4. (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of The selling Stockholder or the Prohibited TransferMajor Holder, the Non-Breaching Shareholders shallas applicable, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, shall pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a7.1(b)(i), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofSelling Stockholder.

Put Option. In the event of a Prohibited Transfer, the Noneach Stockholder who failed to receive a Notice of Intended Transfer in accordance with Section 3.1.1 above, and each Stockholder who received a Notice of Intended Transfer in accordance with Section 3.1.1 above, and gave notice as provided in Section 3.1.3(a) above of its election to exercise co-Breaching Shareholders sale rights pursuant to Section 3.2 above, shall have the right to sell to the Breaching Shareholder such Stockholder the number and type of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders such Stockholder would have been entitled to transfer to the transferee in the Prohibited Transfer third-party transferee(s) under Section 3.2 hereof had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ai) the The price per share at which the Equity Securities shares are to be sold to such Stockholder shall be equal to the greater of (i) the price per share paid by the transferee third-party transferee(s) to such Stockholder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Such Stockholder shall also reimburse the Non-Breaching Shareholders each Stockholder 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’ Stockholder's rights under this Section 2;3. (bii) within Within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders Stockholder (iA) received notice of the Prohibited Transfer or (iiB) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders such Stockholder shall, if exercising the option created hereby, deliver to the Breaching Shareholder such Stockholder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (ciii) the Breaching Shareholder Such Stockholder shall, upon receipt of the certificate or certificates or other documentation for the Equity Securities to be sold by the Non-Breaching Shareholdersa Stockholder, pursuant to this Section 4.23.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in this Section 4.2(a)3.6, in cash or by other means acceptable to the Non-Breaching Shareholders; andStockholder. (div) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder Stockholder to transfer Equity Securities in violation of Sections 2 or Section 3 hereof shall be void, void and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee transferee(s) as the holder of such Equity Securities shares without the written consent of a two-thirds in interest of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofStockholders.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid by the transferee As soon as practicable and 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) within event not later than ninety (90) days after the later end of each such fiscal year, the Company shall deliver to each Holder copies of the dates audited consolidated financial statements of the Company and its subsidiaries (the "Financial Statements") for the fiscal years of the Company ending on which or after December 31, 2002 and on or before November 14, 2009. The Holder or Holders of a majority of the Non-Breaching Shareholders Aggregate Warrants (as defined in Section 18.3) and Aggregate Units (as defined in Section 18.3) then outstanding, 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 Company of an irrevocable notice (the "Put Notice"), to require the Company to purchase, at the price determined pursuant to Section 18.1(b), (i) received notice all of the Prohibited Transfer or Aggregate Units, if any, then owned by the Holders thereof, and (ii) otherwise became aware all of the Prohibited TransferAggregate Warrants, if any, then owned by the Holders thereof (collectively, the Non-Breaching Shareholders shall"Equity Rights"); provided, if exercising however, that the option created hereby, deliver 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 Breaching Shareholder Company in its good faith business judgment) with respect to such purchase price and (B) the certificate approval of the Senior Lenders (as defined in the Securities Purchase Agreement) if such approval is then required under the Senior Lender Documents (as defined in the Securities 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 certificates representing Equity Securities 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 or (y) the consummation of an underwritten public offering of units of Common Interests. In the event that either clause (A) or clause (B) above are not satisfied, the Company shall have no obligation to be soldpurchase the Units and Warrants subject to the Put Notice. For purposes of this Section 18, each certificate "Put Window" means, with respect to be properly endorsed for transfer;any fiscal year of the Company, the period commencing on the earlier of (x) the date of delivery to the Holders of the Financial Statements with respect to such fiscal year or (y) ninety (90) days after the end of such fiscal year, and ending ninety (90) days after the date of delivery to the Holders of the Financial Statements with respect to such fiscal year. (cb) the Breaching Shareholder shall, upon receipt of the certificate or certificates The Company shall pay for the Equity Securities Rights, in cash, on a per-Unit basis (net of the Exercise Price for each Unit purchasable on exercise of the Warrants if Warrants are to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(apurchased), in cash or by other means acceptable an amount equal to (i) the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation value of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof.divided by

Put Option. In (a) For a period of ten Business Days commencing on the event of a Prohibited Transfer210th day following the Effective Date, the Non-Breaching Shareholders Company shall have the right, upon notice to the Purchasers (a "Put Notice"), to sell to each Purchaser a number of additional shares of Common Stock determined by dividing $3.5 million by 105% of the average closing bid price of the Common Stock for the five trading days prior to the Second Closing (which number shall be subject to equitable adjustment for stock splits, recombinations and similar events (in each instance the "Second Closing Shares"). The closing of the purchase and sale of the Second Closing Shares contemplated by this provision (the "Second Closing") shall take place at the offices of MZRL, 450 Park Avenue, New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Day following receipt of the Put Notice, or such earlier date agreed to in writing by the Purchasers and the Company. (b) At the Second Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing Second Closing Shares, registered in the name of such Purchaser, (2) a Securities Purchase Agreement in substantially the form of this Agreement (the "Second Closing Purchase Agreement"), (3) a Common Stock purchase warrant, in substantially the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to sell acquire shares of Common Stock upon the terms and in such number as set forth therein (each a "Second Closing Adjustable Warrant"), (4) a Common Stock purchase warrant, in substantially the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the Breaching Shareholder right to acquire 20% of the number of Equity Securities equal Second Closing Shares at the exercise price set forth therein (each, a "Second Closing Warrant" and together with the Second Closing Adjustable Warrants, the "Warrants"), (5) the legal opinion of Ropes & Gray, outside counsel to th▇ ▇▇mpany, substantially in the number form of Equity Securities Exhibit C, (6) an executed Registration Rights Agreement, dated the Non-Breaching Shareholders would have been entitled date hereof, among the Company and the Purchasers, substantially in the form of Exhibit D (the "Second Closing Registration Rights Agreement") and (7) the Transfer Agent Instructions, substantially in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in immediately available funds by wire transfer to the transferee an account designated in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid writing by the transferee in the Prohibited Transfer Company for such purpose, (2) an executed Second Closing Registration Rights Agreement, and (ii3) 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) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer;an executed Second Closing Purchase Agreement. (c) The obligation of each Purchaser to acquire Second Closing Shares on the Breaching Shareholder shallSecond Closing Date is subject to the satisfaction by the Company or waiver by such Purchaser, upon receipt at or before the Second Closing Date, of each of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof.following conditions:

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to the Breaching Shareholder Founder who effected the Prohibited Transfer, and, if such right is exercised, the Founder shall have the obligation to purchase from each Investor, a number of Equity Securities shares of Common Stock of the Company (either directly or through delivery of convertible Series A Preferred Stock) equal to the number of Equity Securities the Non-Breaching Shareholders shares each Investor would have been entitled to transfer to the transferee purchaser in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms term and conditions: (a) the The price per share at which the Equity Securities shares are to be sold to the Founder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to the Founder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Founder shall also reimburse the Non-Breaching Shareholders each Investor for any and all fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Investor's rights under this Section 2;. (b) In order to exercise the put option created under this Section 2, an Investor must, within ninety (90) 20 days after the later of the dates date on which the Non-Breaching Shareholders Investor (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder Founder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The Founder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersan Investor, pursuant to this Section 4.22.2(b), immediately pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpense, as specified in Section 4.2(a2.2(a), in cash by certified check or by other means acceptable bank draft made payable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder order of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofInvestor.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to the Breaching Shareholder Transferor the type and number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders such Investor would have been entitled to transfer Transfer to the transferee in the Prohibited Transfer prospective purchaser under Section 10 hereof had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:. (a) the The price per share at which the Equity Securities Shares are to be sold to the Transferor shall be equal to the greater of (i) the price per share Share that would have been paid by the transferee prospective purchaser to such Investor and the Transferor in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Transferor shall also reimburse the Non-Breaching Shareholders each Investor for any and all reasonable and documented fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ such Investor’s rights under Section 2;Sections 8 through 12. (b) within Within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders an Investor (ix) received notice of the Prohibited Transfer or (iiy) otherwise became becomes aware of the Prohibited Transfer, the Non-Breaching Shareholders such Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Transferor an instrument of transfer and either the certificate or certificates representing Equity Securities shares to be soldsold under this Section 13 by such Investor, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder Transfer, or an affidavit of lost certificate. The Transferor shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash by wire transfer of immediately available funds or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching ShareholdersInvestor. The exercise Company shall concurrently therewith record such Transfer on its books and update its register of members and will promptly thereafter and in any Non-Breaching Shareholder’s rights under event within five (5) days reissue certificates, as applicable, to the provisions of this Section 4.2 shall not be deemed Transferor and such Investor reflecting the new securities held by them giving effect to be consent to or ratification of a violation of Section 2 hereofsuch Transfer.

Put Option. In (a) Subject to the event conditions set forth in this Section 2 and prior to the termination o of these rights set forth in Section 3, below, upon notice from the Investors holding a Prohibited Transfermajority of the outstanding Total Shares, the Non-Breaching Shareholders such holders shall have the right to sell require the Company, to the Breaching Shareholder extent the number Company shall have sufficient funds legally available therefor as reasonably determined by the Board, to redeem all outstanding Shares, in whole but not in part, at an amount per share, payable in cash, determined in accordance with the following redemption prices (plus, in each instance, all declared and unpaid dividends): Year Redemption Price ---- ----------------- 1998 $2.0875 1999 $2.0040 2000 $1.9205 2001 $1.8370 2002 and thereafter $1.6700 Notwithstanding the foregoing, the holders shall have the right to require redemption of Equity Securities equal the Shares pursuant to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under this Section 2 hereof been effected pursuant to and in compliance with only upon the terms hereof. Such sale shall be made occurrence of any of the following events during any twelve-month period beginning on the following terms Issue Date and conditionseach anniversary of the Issue Date in any of the years indicated above: (ai) If the price per share at which Company shall file a petition in bankruptcy or for reorganization or for an arrangement or any composition, readjustment, liquidation, dissolution or similar relief pursuant to the Equity Securities are to be sold Federal Bankruptcy Code of 1978, as amended, or under any similar present or future federal law or the law of any other jurisdiction or shall be equal adjudicated a bankrupt or become insolvent, or consent to the greater appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (ior other similar official) of the price per share paid by Company or for all or any substantial part of its property, or the transferee Company shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take any corporate action, as the Prohibited Transfer and case may be, in furtherance of any of the foregoing; or (ii) If a petition or answer shall be filed proposing the Call Fair Market Value. The Breaching Shareholder shall also reimburse adjudication of the Non-Breaching Shareholders for Company as a bankrupt or its reorganization or arrangement, or any and all fees and expensescomposition, including legal fees and expensesreadjustment, incurred liquidation, dissolution or similar relief with respect to it pursuant to the exercise Federal Bankruptcy Code of 1978, as amended, or under any similar present or future federal law or the attempted exercise law of any other jurisdiction applicable to the Company, and the Company shall consent to or acquiesce in the filing thereof, or such petition or answer shall not be discharged or denied within 60 days thereof; or (iii) If a decree or order is entered by a court having jurisdiction (A) for the appointment of a receiver or custodian or liquidator or trustee or sequestrator or assignee (or similar official) in bankruptcy or insolvency of the NonCompany or of all or a substantial part of its property, or for the winding-Breaching Shareholders’ rights up or liquidation of its affairs, and such decree or order shall have remained in force undischarged and unstayed for a period of 60 days, or (B) for the sequestration or attachment of any property of the Company without its return to the possession of the Company or its release from such sequestration or attachment within 60 days thereafter; or (iv) The Company shall (A) default in the payment of principal or interest on any Indebtedness owed to any Person of $100,000 or more beyond the applicable period of grace, if any, or (B) fail to observe or perform any covenant or agreement contained in any agreement(s) or instrument(s) relating to any Indebtedness of $100,000 or more in the aggregate within any applicable grace period, or any other event shall occur, if the effect of such failure or other event is to accelerate, or to permit the holder of such Indebtedness or any other person to accelerate, the maturity of $100,000 or more in the aggregate of such Indebtedness; or $100,000 or more in the aggregate of any Indebtedness shall be, or if as a result of such failure or other event may be, required to be prepaid (other than by regularly scheduled required prepayment) in whole or in part prior to its stated maturity; or (v) If the Purchaser is one of the ▇▇▇▇▇ Funds, the failure of a representative or designee of the ▇▇▇▇▇ Funds to be serving as a director of the Company under Section 2;the terms of The Note Purchase Agreement dated December 18, 1997 between the Company and the ▇▇▇▇▇ Funds, as amended (the "Note Agreement"), which situation continues for a period of five days or more, provided that such failure is not the result of the ▇▇▇▇▇ Funds' failing to designate such a representative or designee. (vi) A final judgment or judgments entered by a court of competent jurisdiction for the payment of money aggregating in excess of $100,000 is or are outstanding against the Company and any one such judgment in excess of $100,000 has, or such judgments aggregating in excess of $100,000 have, remained unpaid, unvacated, unbonded, or unstayed by appeal or otherwise for a period of 30 days from the date of entry; or (vii) The failure of the Common Stock to be listed on the NASDAQ National Market System or Small Cap Market (unless the Common Stock is then listed on the New York Stock Exchange or the American Stock Exchange); or (viii) If there occurs a Change in Control. (b) within ninety (90) The Company shall notify each Investor promptly following the occurrence of any of the foregoing events. All outstanding Shares shall be redeemed 30 days after receipt by the later Company of the dates on which notice from the Non-Breaching Shareholders Investors (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of "Mandatory Redemption Date"). If the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed Company does not have sufficient available funds for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, redemption pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses2, as specified in Section 4.2(a)reasonably determined by the Board, in cash or to redeem all outstanding Shares, the Company shall redeem such number of Shares as determined by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be voidBoard. Periodically, and at least at each anniversary date of the initial redemption date of the Shares the Company agrees that it will not effect shall redeem such additional number of Shares, as determined by the Board at such time, until all Shares held by Investors on the date such notice is given by Investor are redeemed. During the period beginning on the date the Company receives a transfer nor will it treat any alleged transferee as written request for redemption pursuant to this Section 2 and until all Shares held by Investors have been redeemed, the holder of such Equity Securities Company shall not, without the written consent of holders of a majority of the Non-Breaching Shareholders. The exercise outstanding Shares owned by Investors, (i) make any capital expenditures in excess of the amount approved by the Board in the Company's annual budget or (ii) acquire any entity or any assets of any Non-Breaching Shareholder’s rights under business in any transaction or series of related transactions if the provisions aggregate acquisition price is greater than $1,000,000. (c) In the event that, within six months after the date of redemption of Shares owned by Investors pursuant to this Section 4.2 2, there shall not be deemed (i) a reorganization, merger or consolidation, in each case, with respect to be consent which all or substantially all of the individuals and entities who were the respective Beneficial Owners of the Company immediately prior to such reorganization, merger or ratification consolidation do not, following such reorganization, merger or consolidation, Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company resulting from such reorganization, merger or consolidation, (ii) an acquisition by any Person or "group" (as that term is defined in Section 13(d) (3) of the Exchange Act) of more than 30% of the capital stock, assets or property of the Company (determined by the net book value of such assets or property as of the most recently prepared balance sheet of the Company, (iii) a plan of liquidation approved by the Board, or (iv) a public announcement of any of the transactions specified in (i) through (iii) above, and such transaction is consummated within six months after the date of such public announcement, then the Company shall promptly pay to the holders of the Shares whose shares were redeemed, an amount in respect of each share of Common Stock as of the date of redemption equal to the excess, if any, of (in the case of a violation transaction described in clause (i) or (iii)) the Fair Market Value of the consideration per share of Common Stock received or receivable in such transaction by the Company or the holders of the Company's capital stock, or (in the case of a transaction described in clause (ii)) the Current Market Price for the five Trading Days immediately preceding the date of consummation of the transaction over the redemption price of the Shares held by Investors paid to such holders in accordance with the terms of Section 2 hereof2.

Put Option. In (a) With respect to the Shares representing the Warrant Shares (as defined herein) and only in the event the Company fails to have or fails to be qualified to have any securities of the same class as those issuable upon the exercise of this Warrant listed on any national securities exchange, (i) upon the occurrence of any Change of Control (as such term is defined in the Credit Agreement), (ii) if the Company voluntary repays all or a Prohibited Transfermaterial portion of the Loans (as defined in the Credit Agreement) from sources other than earnings of the Company, (iii) if an Event of Default (as defined in the Non-Breaching Shareholders shall have Credit Agreement) occurs, (iv) upon the right merger or consolidation of the Company where the Company is not the surviving corporation, or (v) upon the sale of all or substantially all of the Company's assets, then, in any such event, any Holder, is entitled to sell require the Company to repurchase all or a portion of its the Breaching Shareholder the number of Equity Securities Warrant Shares at a price equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Current 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 Value of the Non-Breaching Shareholders’ rights under Section 2;Warrant Shares (the "Put Price"). (b) within ninety (90) days In any event, at any time after the later first anniversary date hereof the Holder may require the Company to up to purchase 100% of its Warrant Shares at the Put Price in the event the Company fails to have or fails to be qualified to have any securities of the dates same class as those issuable upon the exercise of this Warrant listed on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer;any national securities exchange. (c) In order to exercise this put option the Breaching Shareholder shallHolder must give the Company prior written notice. Such written notice of its intent to exercise its put option must be given not less than thirty days prior to the intended date in the case of subsection (b). If any event described in clause (a) above occurs, upon receipt the Company shall use its best efforts to give Holder 30 days prior written notice thereof (and in any event shall give Holder such notice) and Holder shall use its best efforts to notify the Company within 20 days thereafter if it intends to exercise the put option as a result of the certificate or certificates for occurrence of such event. Upon delivery of a put notice, the Equity Securities to Put Price shall be sold by determined as provided in Section 4.2 below as of the Non-Breaching Shareholdersdate of delivery of the put notice. Within fifteen days following the determination of the Put Price, pursuant to this Section 4.2, pay the aggregate Company shall purchase price therefor and the amount Holder shall sell, the Warrant Shares which are the subject of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; andput notice. (d) notwithstanding In the foregoingevent that the Company defaults in its obligation to purchase all or any portion of the Warrant Shares upon exercise of a put option and such default continues for more than 120 days, any attempt the Company will deliver to the Holder an additional warrant with terms and conditions identical to this Warrant (except for the number of Shares into which it is exercisable and the related "Target Percentage") to purchase a number of Shares equal to 5% of the number of Shares into which this Warrant is exercisable. For every additional 120 consecutive days during which such default continues to exist, the Company will deliver to the Holder another additional warrant in an amount equal to 5% of the total number of Shares into which this Warrant and all other warrants then held by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof such Holder and issued by the Company are exercisable. This grant shall be void, and the Company agrees that it will not effect such a transfer nor will it treat in addition to any alleged transferee as the holder of such Equity Securities without the written consent other rights or remedies of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to applicable Holder granted herein or ratification of a violation of Section 2 hereofby law.

Put Option. In the event of a Prohibited Transfer, the each Non-Breaching Shareholders Selling Stockholder shall have the right to sell to the Breaching Shareholder Selling Stockholder the number of Equity Securities equal to the number of Equity Securities the each Non-Breaching Shareholders Selling Stockholder would have been entitled to transfer to the transferee in the Prohibited Transfer purchaser had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the t he price per share paid by the transferee t he purchaser in the t he Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Selling Stockholder shall also reimburse the each Non-Breaching Shareholders Selling Stockholder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the t he Non-Breaching Shareholders’ Selling Stockholder's rights under Section 2; (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders Selling Stockholder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the each Non-Breaching Shareholders Selling Stockholder shall, if exercising the option created hereby, deliver to the Breaching Shareholder Selling Stockholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder Selling Stockholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the a Non-Breaching ShareholdersSelling Stockholder, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching ShareholdersSelling Stockholder; and (d) notwithstanding the t he foregoing, any attempt by a Breaching Shareholder to Selling Stockholder t o transfer Equity Securities in violation of Sections Section 2 or 3 hereof shall be void, void and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of a majority in interest of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofSelling Stockholders.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) At the price per share at which option of the Equity Securities are Holder, on or after April 15, 2014 (each such date a "Repurchase Date"), each Holder may require the Company to be sold repurchase, and the Company shall be equal to the greater of (i) the price 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 repurchase, any and all fees and expenses, including legal fees and expenses, incurred pursuant Notes submitted for repurchase by the Holders thereof at a repurchase price equal to the exercise or the attempted exercise 100% of the Non-Breaching Shareholders’ rights under Section 2;principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to such Repurchase Date (the "Repurchase Price"). (b) within ninety A Holder may exercise its right specified in Section 3.10(a) hereof upon delivery of a written notice of repurchase (90a "Repurchase Notice"), substantially in the form of Exhibit E hereto, to the Company. The Repurchase Notice must be delivered at least 30 days but not more than 60 days before such Repurchase Date. The Repurchase Notice will state: (1) days after the later certificate number(s) of the dates on Note(s) which the Non-Breaching Shareholders Holder will deliver to be repurchased or the appropriate Depositary procedures if Definitive Notes have not been issued; (i2) received notice the portion of the Prohibited Transfer or (ii) otherwise became aware principal amount of the Prohibited Transfer, Note(s) which the Non-Breaching Shareholders shall, if exercising the option created hereby, Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or a multiple of $1,000; and (3) that such Note(s) shall be repurchased by the Breaching Shareholder Company as of the certificate or certificates representing Equity Securities Repurchase Date pursuant to be sold, each certificate to be properly endorsed for transfer;the terms and conditions specified in the Notes and in this Indenture. (c) The delivery of such Note(s) (either through the Breaching Shareholder shallsurrender of Definitive Notes or through the delivery of beneficial interests in a Global Note in accordance with the Applicable Procedures) to the Paying Agent with, upon receipt or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of the certificate or certificates for Paying Agent shall be a condition to the Equity Securities to be sold receipt by the Non-Breaching ShareholdersHolder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 4.2, pay 3.10 only if the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable Note(s) so delivered to the Non-Breaching Shareholders; and (d) notwithstanding Paying Agent shall conform in all respects to the foregoing, any attempt description thereof in the related Repurchase Notice. Any repurchase by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under contemplated pursuant to the provisions of this Section 4.2 3.10 shall not be deemed consummated by the delivery of the consideration to be consent to or ratification received by the Holder promptly following the later of a violation the Repurchase Date and the time of Section 2 hereofdelivery of the Note(s).

Put Option. In 1.1 At any time during the event period beginning April 1, 2006 through July 1, 2006 (the “Initial Put Period”), each of a Prohibited Transfer, the Cabot GP and each Non-Breaching Shareholders REIT LP (each an “Interest Holder”) shall have the irrevocable right and option, by giving DCT a Put Notice (as described below), to sell require DCT to purchase all (but not less than all) of the Breaching Shareholder Interest Holder’s limited partnership interests in the number of Equity Securities Partnership for an amount equal to the number Interest Holder’s Initial Put Price (as defined below). Beginning on January 1, 2009, at any time during the month of Equity Securities January in 2009 and in each calendar year thereafter (the Non-Breaching Shareholders would “Subsequent Put Periods”), each Interest Holder shall have been entitled the irrevocable right and option, by giving DCT a Put Notice, to transfer require DCT to purchase all (but not less than all) of the Interest Holder’s limited partnership interests in the Partnership for an amount equal to the transferee Interest Holder’s Subsequent Put Price (as defined below). As used herein, “Put Price” shall refer to either the Initial Put Price or a Subsequent Put Price, as applicable. 1.2 On the date of sale designated in a Put Notice, the applicable Interest Holder shall (a) sell, assign, convey, transfer and deliver to DCT all of its limited partnership interests in the Prohibited Transfer had Partnership free and clear of all pledges, security interests, adverse claims, liens, restrictions and encumbrances (other than those set forth in the Prohibited Transfer Partnership Agreement, as then in effect) against payment therefor of such Interest Holder’s Initial Put Price or Subsequent Put Price, as applicable, (b) withdraw as a partner of the Partnership and (c) execute and deliver all instruments, agreements and other documents reasonably necessary to effect the foregoing, including, without limitation, (x) a certificate by such Interest Holder as of such date that the representations and warranties in Section 7 with respect to such Interest Holder and such limited partnership interest are true and correct as of such date, (y) if such Interest Holder is not an individual, a certificate by the secretary or other appropriate Person of such Interest Holder as of such date as to (i) the incumbency of its officers or other signatories, (ii) authorizations relating to this Agreement, and (iii) the organizational documents of such Interest Holder and (z) if such Interest Holder is registered entity, a certificate of good standing as of a recent date from the secretary of state of its state of organization. DCT shall make payment in cash by wire transfer of same day funds of the Initial Put Price or Subsequent Put Price, as applicable, with respect to such Interest Holder to the Interest Holders’ Representative (as defined below) for distribution to such Interest Holder subject, however, to adjustment as provided in Section 3 and 4. Upon payment of an Interest Holder’s Initial Put Price or Subsequent Put Price, as applicable, to the Interest Holders’ Representative, such Interest Holder shall cease to be, and shall have no further rights or obligations as, a limited partner of the Partnership, except the right to receive the Initial Put Price or Subsequent Put Price, as applicable, obligations of Cabot GP to pay the remaining balance owed under Section 2 hereof been effected the “CSFB Agreement” pursuant to Section 6.5 of the Partnership Agreement, and in compliance with confidentiality obligations pursuant to Section 12.12 of the terms hereofPartnership Agreement. Such sale If DCT GP requests, DCT shall set off against the Initial Put Price or Subsequent Put Price, as applicable, any amounts owed by such Interest Holder pursuant to Section 6.5 of the Partnership Agreement subject, however, to the right of the Interest Holders’ Representative to reasonably approve the amount of such set off. 1.3 The Put Notice shall designate the date of sale, which date shall be made on not less than ten (10) Business Days and not more than fifteen (15) Business Days after DCT’s receipt of such Put Notice. The Put Notice shall be delivered to DCT at the following terms and conditions:address provided in Section 10. 1.4 The Initial Put Price for each Interest Holder is the difference between (a) the price per share at which the Equity Securities are to be sold shall be equal to the greater product of (i) the price per share paid Two Hundred Seventy Nine Million Thirty Thousand Two Hundred and Fifty Dollars ($279,030,250.00), multiplied by the transferee in the Prohibited Transfer and (ii) the Put/Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders Payment Percentage for any and all fees and expensessuch Interest Holder set forth in Exhibit A, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights under Section 2; minus (b) within ninety (90) days after the later product of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or $20,736,918.94, multiplied by (ii) otherwise became aware such Interest Holder’s Adjustment Pro Rata Percentage. The Subsequent Put Price for each Interest Holder shall equal the fair market value of the Prohibited Transfer, limited partnership interest in the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver Partnership held by such Interest Holder as determined pursuant to Section 6. Notwithstanding anything to the Breaching Shareholder contrary contained in this Agreement, there shall be no adjustment to the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, Subsequent Put Price pursuant to Sections 3 or 4 of this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; andAgreement. (d) notwithstanding 1.5 Notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 DCT shall not be deemed under any obligation to be consent purchase an Interest Holder’s limited partnership interest pursuant to a Put Notice if any of the representations or ratification warranties in Section 7 of a violation of Section 2 hereofthis Agreement with respect to such Interest Holder or such limited partnership interest is in default in any material respect.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders Holder shall have the right to sell to the Breaching Shareholder the engaging in such Prohibited Transfer that number of Equity Common Shares or Convertible Securities owned by the Holder equal to the number of Equity Securities shares the Non-Breaching Shareholders Holder would have been entitled to transfer to the transferee purchase offeror in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) the The price per share at which the Equity such Common Shares or Convertible Securities are to be sold to the Shareholder shall be equal or equivalent to the greater of (i) the price per share paid by the transferee purchase offeror to the Shareholder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders Holder for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Holder's rights under this Section 2;3. (b) within ninety Within thirty (9030) days after the later earlier of the dates date on which the Non-Breaching Shareholders Holder (i) received notice receives Notice from a Shareholder of the a Prohibited Transfer Transfer, or (ii) otherwise became becomes aware of the a Prohibited Transfer, the Non-Breaching Shareholders Holder shall, if exercising the put option created hereby, deliver to the Breaching such Shareholder the certificate or certificates representing Equity Common Shares or Convertible Securities to be soldsold hereunder, each certificate to be properly endorsed for transfer;. (c) the Breaching Such Shareholder shall, upon receipt of the certificate or certificates for the Equity Common Shares or Convertible Securities to be sold by the Non-Breaching Shareholders, a Holder pursuant to this Section 4.23.2, free and clear of all adverse claims, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a3.2(a), in cash by certified or by other means acceptable cashier's check made payable to the Non-Breaching Shareholders; andorder of the Holder. (d) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities Transfer shares of the Company in violation of Sections 2 or 3 hereof the terms of this Agreement shall be void, void and the Company agrees that it will not effect such a transfer Transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofHolder.

Put Option. (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a "Prohibited Transfer"), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to such Founder the Breaching Shareholder the type and number of Equity Securities shares of Common Stock equal to the number of Equity Securities the Non-Breaching Shareholders shares each Investor would have been entitled to transfer to the transferee in the Prohibited Transfer purchaser under Section 2.4 hereof had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ac) the The price per share at which the Equity Securities shares are to be sold to the Founder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Founder in the such Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Founder shall also reimburse the Non-Breaching Shareholders each Investors for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Breaching Shareholders’ Investor's rights under Section 2;2.4. (bd) within Within ninety (90) days after the later of the dates date on which the Non-Breaching Shareholders (i) an Investor received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders such Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Founder the certificate or certificates representing Equity Securities the shares to be sold, each certificate to be properly endorsed for transfer;. (ce) the Breaching Shareholder Such Founder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersan Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a4.2(c), in cash or by other means acceptable to the Non-Breaching Shareholders; andInvestor (df) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder Founder to transfer Equity Securities Transfer Founder Stock in violation of Sections Section 2 or 3 hereof shall be voidvoidable at the option of a majority in interest of the Investors if a majority in interest of the Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities shares without the written consent of a majority in interest of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofInvestors.

Put Option. In the event a Key Holder shall Transfer any Key Holder Stock in contravention of the co-sale rights of the Major Investors under Section 2.4 hereof (a “Prohibited Transfer”), the Non-Breaching Shareholders each Major Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right to sell to such Key Holder the Breaching Shareholder the type and number of Equity Securities shares of Common Stock equal to the number of Equity Securities the Non-Breaching Shareholders shares each Major Investor would have been entitled to transfer to the transferee in the Prohibited Transfer purchaser under Section 2.4 hereof had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) the The price per share at which the Equity Securities shares are to be sold to the Key Holder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Key Holder in the such Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Key Holder shall also reimburse the Non-Breaching Shareholders each Major Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Breaching Shareholders’ Major Investor’s rights under Section 2;2.4 hereof. (b) within Within ninety (90) days after the later of the dates date on which the Non-Breaching Shareholders (i) a Major Investor received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders such Major Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Key Holder the certificate or certificates representing Equity Securities the shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder Such Key Holder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersa Major Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; andMajor Investor. (d) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder Key Holder to transfer Equity Securities Transfer Key Holder Stock in violation of Sections Section 2 or 3 hereof shall be voidvoidable at the option of a majority in interest of the Major Investors if a majority in interest of the Major Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities shares without the written consent of a majority in interest of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofMajor Investors.

Put Option. In Provided that the event Company Offeror has not previously consummated an initial public offering, during any OCM Option Period, OCM Holders holding Units which (collectively) constitute an Aggregate Unit Percentage of a Prohibited Transfer, the Non-Breaching Shareholders at least one percent shall have the right to sell cause the Company to purchase all (but not less than all) of the Units held by such OCM Holders; provided, however, that, notwithstanding anything to the Breaching Shareholder contrary in this Article XI, the rights contained in this Section 11.1 may only be exercised in three Fiscal Years (regardless of the number of Equity Securities equal to OCM Holders that participate in any such Fiscal Year); provided further, that OCM Holders may not exercise the rights contained in this Section 11.1 more than once in any Fiscal Year (regardless of the number of Equity Securities OCM Holders that participate in such Fiscal Year). To exercise such right, an OCM Holder must notify the Non-Breaching Shareholders would have been entitled Company in writing during an OCM Option Period that it wishes to transfer sell all (but not less than all) of its Units to the transferee Company; and, upon receipt of such a notice, the Company shall notify the other OCM Holders that an OCM Holder has exercised its rights under this Section 11.1. In the event that an OCM Holder delivers to the Company the notice specified in the Prohibited Transfer had immediately preceding sentence within the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with OCM Option Period, the terms hereof. Such sale Company shall be made on the following terms and conditions: (a) the price per share at which the Equity Securities are to be sold shall be equal to the greater of (i) engage the price per share paid by Independent Appraiser to prepare a written report setting forth the transferee in Fair Market Value of the Prohibited Transfer Company and its subsidiaries (taken as a whole) and (ii) no earlier than 10 and no later than 60 days following the Call preparation of the written report specified in the immediately preceding subclause, effect such purchase. The Independent Appraiser shall be instructed to deliver its report as to Fair Market ValueValue within 20 Business Days of its engagement. The Breaching Shareholder purchase price for each participating OCM Holder's Units shall also reimburse be the Non-Breaching Shareholders amount such OCM Holder would receive under Section 13.2(c)(ii) and 6.4 hereof if the Company were liquidated for any and its Fair Market Value (assuming the vesting of all fees and expensesthen unvested outstanding Units, including legal fees and expenses, incurred pursuant if any) (the "OCM Purchase Price"). If at the scheduled closing of the sale of the Units to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights under Section 2; (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, Company pursuant to this Section 4.211.1, pay an OCM Holder fails to consummate the aggregate purchase price therefor sale, then the right granted to such OCM Holder pursuant to this Section 11.1 shall expire and the amount of reimbursable fees become null and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding void. Notwithstanding the foregoing, any attempt by a Breaching Shareholder in lieu of OCM's right to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be voidput its Units, and OCM may instead require the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent to purchase all of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under outstanding OCM Shares from its holders for the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofOCM Purchase Price.

Put Option. In (a) Except as set forth in Section 1.2(b), at any time after the event third anniversary of a Prohibited Transferthe Closing Date and prior to the fourth anniversary of the Closing Date, the Non-Breaching Shareholders Selling Stockholders shall have the right (the "Put Option") to sell compel the Purchaser and/or Sterling to purchase the Breaching Shareholder remaining shares of Sterling Common Stock that such Selling Stockholders own after the Closing (the "Put Elected Shares"), at a price of one hundred five dollars and twenty-six cents ($105.26) per share of Sterling Common Stock (the "Exercise Price"); provided, however, that the Purchaser shall not be required to purchase such Put Elected Shares until the number of Equity Securities equal Put Elected Shares exceeds 50% of those 114,000 shares of Sterling Common Stock owned by all of the Selling Stockholders immediately following the Closing (the "Put Threshold Share -2- 11 Amount"), in which event the Purchaser shall be required to purchase all of the shares of Sterling Common Stock held by all of the Selling Stockholders at such time (the "Put Shares") at the Exercise Price. (b) Notwithstanding Section 1.2(a), the Selling Stockholders shall be entitled to immediately exercise the Put Option at any time prior to the number fourth anniversary of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee Closing Date in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of event that (i) the price per share paid by Purchaser enters into a binding agreement to sell its entire interest in Sterling or its stock in SCPI (as defined in Section 1.7 hereof), whether pursuant to a stock sale, merger, consolidation or sale of all or substantially all of the transferee in assets of Sterling other than to an "affiliate" (within the Prohibited Transfer and meaning of Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor provision), (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse Purchaser enters into a binding agreement to sell any Sterling Common Stock or SCPI stock or any security convertible into, exchangeable for or granting the Non-Breaching Shareholders for right to purchase, any and all fees and expenses, including legal fees and expenses, incurred pursuant Sterling Common Stock or SCPI stock other than a transfer to an "affiliate" (within the exercise or meaning of Rule 12b-2 under the attempted exercise Exchange Act) of the Non-Breaching Shareholders’ rights under Section 2; Purchaser that does not affect the Purchaser's ability to consolidate with Sterling and SCPI for federal income tax purposes, (biii) within ninety (90) days after there is a binding agreement for the later sale, lease or transfer, directly or indirectly, of all or substantially all of the dates on which the Non-Breaching Shareholders (i) received notice assets of the Prohibited Transfer Purchaser to any "Person" or "group" (iiwithin the meaning of Sections 13(d)(3) otherwise became aware and 14(d)(2) of the Prohibited TransferExchange Act, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver or any successor provision to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt either of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, including any attempt group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act), (iv) there is a binding agreement for a Change of Control, or (v) there is a Change of Control (clauses (i), (ii), (iii) and (iv) are referred to herein as a "Triggering Transaction"). For purposes of this Agreement, "Change of Control" means (A) the approval by the requisite stockholders of the Purchaser of a Breaching Shareholder to transfer Equity Securities in violation plan of liquidation or dissolution of the Purchaser, (B) any "Person" or "group" (within the meaning of Sections 2 13(d) and 14(d)(2) of the Exchange Act, or 3 hereof shall be voidany successor provision to either of the foregoing, and including any group acting for the Company agrees that it will not effect purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d- 5(b)(1) under the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all classes of the voting stock of the Purchaser and/or warrants or options to acquire such voting stock, calculated on a transfer nor will it treat any alleged transferee fully diluted basis, unless, as the holder a result of such Equity Securities without transaction, the written consent ultimate direct or indirect ownership of the Non-Breaching ShareholdersPurchaser is substantially the same immediately after such transaction as it was immediately prior to such transaction, or (C) the adoption by the Purchaser's Board of Directors or by the Purchaser's stockholders, of a plan of consolidation or merger of the Purchaser pursuant to which the Purchaser Common Stock is converted into cash, securities or other property, in each case other than a consolidation or merger of the Purchaser in which the holders of Purchaser Common Stock and other capital stock of the Purchaser entitled to vote in the election of directors of the Purchaser, immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the total aggregate voting power of capital stock entitled to vote in the election of directors of the continuing or surviving corporation immediately after the consolidation or merger. The exercise Notwithstanding the foregoing, it is agreed and understood that a sale of any Non-Breaching Shareholder’s rights under the provisions assets of this Section 4.2 SCPI shall not be deemed to be consent to or ratification result in a Change of a violation of Section 2 hereofControl.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders Investor shall have the right to sell to the Breaching Shareholder Founder, and, if such right is exercised, the Founder shall have the obligation to purchase from the Investor, a number of Equity Securities shares of Common Stock of the Company (either directly or through delivery of Co-Sale Securities) equal to the number of Equity Securities shares the Non-Breaching Shareholders Investor would have been entitled to transfer to the transferee purchaser in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) the The price per share at which the Equity Securities shares are to be sold to the Founder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to the Founder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Founder shall also reimburse the Non-Breaching Shareholders Investor for any and all reasonable fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Investor's rights under this Section 2;. (b) In order to exercise the put option created under this Section 2, the Investor must, within ninety (90) 20 days after the later of the dates date on which the Non-Breaching Shareholders Investor (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder Founder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The Founder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching ShareholdersInvestor, pursuant to this Section 4.22.2(b), promptly pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(a), in cash by certified check or by other means acceptable bank draft made payable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent order of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofInvestor.

Put Option. A. Employer grants the right, exercisable in the discretion of Employee by delivery of written notice to Employer, to require Employer to purchase the Member Interest (the "Put Option") as provided in this Section 12. B. Employee grants Employer the right, within thirty (30) days of the termination of Employee's employment with Employer with or without cause or upon the resignation of Employee or expiration of the term of this Employment Agreement, to purchase the entire Membership Interest (the "Call Option") as provided in this Section 12. C. In the event that Employee notifies Employer of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the price 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 his exercise of the Non-Breaching Shareholders’ rights Put Option pursuant to Subsection 12(A) above or Employer notifies Employee of its exercise of the Call Option pursuant to Subsection 12(B) above, the purchase of price payable by Employer therefor (the "Purchase Price") shall equal the current fair market value thereof. For such purposes, the fair market value of the Member Interest shall be determined by reference to the value of Horeshoe as calculated for purposes of Horseshoe's stock option plan for the calculation period under Section 2;th stock option plan immediately preceding the notification of the exercise of either of the Put or Call Options. D. Employer shall pay the Purchase Price in three (b3) within ninety equal principal installments, with the first payment being due on the first anniversary of the date that is thirty (9030) days after the later date upon which notice was delivered as to the exercise of either of the dates on which Put or Call Options. Such obligations shall bear interest at the Non-Breaching Shareholders prime rate of interest as quoted from time to time by the largest commercial bank (iin terms of assets) received notice in the State of Nevada, and accrued but unpaid interest shall be due and payable together with each annual principal installment. E. Notwithstanding any other provisions hereof to the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfercontrary, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver Put Option shall terminate and be of no further force and effect at such time as any class of equity securities of Horseshoe are registered pursuant to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt Exchange Act of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses1934, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofamended.

Put Option. In the event of a Prohibited Transfer6.1 For good and valuable consideration, the Non-Breaching Shareholders shall receipt and sufficiency of which are hereby acknowledged, Top Tone Holdings shall, subject to the provisions of this Clause 6, have the irrevocable and unconditional right to sell require CME ME to purchase its entire Ownership Interest in CME Bulgaria at the Breaching Shareholder Put Price (the number of Equity Securities equal "Put"). 6.2 Subject to Clause 9.3, the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale Put shall be made on exercisable at any time following the following terms and conditionsthird anniversary of the date of this Agreement. 6.3 The right of Top Tone Holdings to exercise the Put is conditional upon the following: (a) the price per share at which the Equity Securities are to be sold shall be equal to the greater neither Top Tone Holdings nor any of (i) the price per share paid by the transferee its respective Affiliates being in the Prohibited Transfer and (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for material breach of 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 2Transaction Documents; (b) within ninety (90) days after Top Tone Holdings having full unencumbered right and title to its entire Ownership Interest in CME Bulgaria at the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer;Put Closing Date; and (c) no Event of Default having occurred and be continuing. 6.4 Top Tone Holdings may only exercise the Breaching Shareholder Put by giving a written exercise notice (a "Put Notice") to CME ME. The Put Notice shall, upon receipt : (a) state that Top Tone Holdings is exercising the Put; (b) request CME ME nominate the CME Investment Bank for purposes of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching ShareholdersValuation; and (dc) notwithstanding state the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof anticipated time and place on which CME ME shall be voidobliged, subject to the completion of the Valuation, to acquire the entire Ownership Interest of Top Tone Holdings in exchange of payment by CME ME of the Put Price, which (subject to such terms and conditions) shall occur on a date falling not more than twenty (20) Business Days after the Company agrees that it will not effect date on which such Valuation is completed (or, in each case, such later date as is necessary to obtain all required governmental and regulatory approvals and consents) (the "Put Closing Date"). 6.5 Once given, a transfer nor will it treat any alleged transferee as Put Notice shall be irrevocable. 6.6 If CME ME receives a Put Notice, CME ME may give written notice (a "Put Objection Notice") to Top Tone Holdings within ten (10) Business Days of the holder receipt of such Equity Securities without Put Notice of any objections to the written consent exercise of the Non-Breaching ShareholdersPut. The exercise of any Non-Breaching Shareholder’s rights under If such Put Objection Notice contains valid grounds for objection, the provisions of this Section 4.2 Put shall not be deemed exercisable. If the grounds for objection specified in the Put Objection Notice are capable of remedy, Top Tone Holdings may remedy any such grounds for objection. If, following such a remedy, Top Tone Holdings wish to be consent to or ratification exercise the Put, they shall recommence the process outlined in this Clause 6. 6.7 Within twenty (20) Business Days of receipt of a violation Put Notice (provided that no Put Objection Notice containing valid grounds for objection has been served), each of Section 2 hereofCME ME and Top Tone Holdings shall appoint the CME Investment Bank and Top Tone Holdings Investment Bank for the purposes of determining the Valuation. 6.8 The consummation of the Put shall take place at such time and place as may be specified in the Put Notice in accordance with the foregoing or otherwise agreed among the Parties. CME ME shall have no obligation to pay any portion of the Put Price unless all conditions to the exercise of the Put are satisfied and remain satisfied on the Put Closing Date. CME ME shall pay the full amount of the Put Price to such bank account as is nominated in writing for such purpose by Top Tone Holdings. 6.9 The Parties agree that if they determine that the transfer and payment arrangements described in this Clause 6 are not structured properly to optimize the tax and accounting treatment to the level intended by the Parties, they shall cooperate in good faith to agree on and implement an alternative structure or make any appropriate changes to the existing structure and accordingly this Agreement. All such changes shall in all material respects result in maintaining the same balance of commercial and economic interests of the Parties as existed before making any such changes.

Put Option. In (a) On June 20, 2003 or at any time in the event that FCI decides to, directly or indirectly, sell, dispose or otherwise transfer any portion of its interest in the Company to a Prohibited Transferthird party, or all or a substantial portion of the Non-Breaching Shareholders assets of the Company, Algar shall have the right right, but not the obligation, at its sole and absolute discretion, to sell require FCI and Fibercore, on a joint and several basis, to buy from Algar all Shares then held by Algar, upon a payment of US$2,500,000 (two million, five hundred thousand US dollars) plus interest at the Breaching Shareholder rate of 6% (six percent) per annum, calculated from the number of Equity Securities equal to Closing Date until the number of Equity Securities date on which such payment is made (the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 Equity Securities are to be sold shall be equal to the greater of (i) the price 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;"Put Option"). (b) within ninety The Put Option shall be exercised by Algar giving to FCI and Fibercore a notice in writing (90the "Put Notice") days after of its intention to exercise the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer;Put Option. (c) The completion of the Breaching Shareholder shallPut Option shall take place at the head office of the Company before or on the date being 10 days after the date on which Algar has delivered the Put Notice and, upon receipt the completion of the certificate or certificates transaction, the price for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified Put Option provided for in Section 4.2(a), 6.4(a) above shall be payable in full in cash or by certified check or bank draft and Algar shall transfer all its Shares to FCI and/or Fibercore or their designee for such purpose, with all rights inherent therein, including but not limited to, dividends, profits, subscription rights, and free and clear of all liens, burdens, encumbrances, claims, disputes, rights of first refusal and any other means acceptable to the Non-Breaching Shareholders; andclaims and liabilities of any kind whatsoever. (d) notwithstanding Upon the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent completion of the Non-Breaching Shareholders. The exercise transaction relating to the transfer of any Non-Breaching Shareholder’s rights the Shares under the provisions Put Option, Algar shall cause its nominee(s) to resign from all offices and positions with the Company. (e) In the event the FCI and/or Fibercore fail to pay any amount due by them under the Put Option, FCI and Fibercore, on a joint and several basis, shall pay a penalty of this Section 4.2 shall 10% (ten percent) of the amount due and not be deemed to be consent to or ratification paid, plus legal and court fees incurred by Algar in the process of a violation of Section 2 hereofenforcing its rights hereunder.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The AEP Member and the price per share at Company shall provide Investor Members written notice (an “Option Notice”) of AEP Parent or any of its Affiliates entering into any Contract relating to a transaction (excluding any Tag-Along Sale for which the Equity Securities are to be sold Investor Members have received a Tag-Along Notice) that would result in the Company no longer being majority owned and controlled directly or indirectly by AEP Parent (such transaction, a “Put Transaction”), which such Option Notice shall be equal delivered to the greater Investor Members no later than the earlier of (i) five (5) Business Days following entrance into any such Contract related to a Put Transaction or (ii) at least twenty (20) Business Days prior to consummation of such Put Transaction and shall include the price per share paid AEP Member’s good faith determination of the Fair Market Value of the Membership Interests of each Investor Member together with reasonable supporting documentation thereof. The Investor Members shall have the option (exercisable collectively by a majority-in-interest (based on Percentage Ownership) of the Investor Members, and not individually), in their sole discretion, to elect to require that all (but not less than all) of the Membership Interests of all of the Investor Members be purchased by the transferee AEP Member (or its designee) for cash in connection with such Put Transaction. If the Prohibited Transfer Investor Members collectively so elect to exercise such option, such electing Investor Members (constituting at least a majority-in-interest (based on Percentage Ownership) of the Investor Members) shall deliver written notice of such election (the “Put Notice”) to the Company and AEP Member no later than twenty (20) Business Days following receipt of the Option Notice, and which Put Notice specifies whether the electing Investor Members agree with the Fair Market Value determination of their Membership Interests provided by the AEP Member or dispute such determination pursuant to Section 13.15. If the Investor Members fail to timely deliver a Put Notice in accordance with the immediately prior sentence, the Investor Members shall be deemed to have waived their option described in this Section 6.6 with respect to the applicable Put Transaction. For purposes of any dispute with respect to the Fair Market Value of the Membership Interests of the Investor Members: (x) initiating a dispute with respect to the Fair Market Value determination of the Membership Interests in connection with a Put Transaction shall require consent by a majority-in-interest (based on Percentage Ownership) of the Investor Members, (y) a majority-in-interest (based on Percentage Ownership) of the Investor Members shall make all decisions on behalf of all Investor Members in respect of the applicable Fair Market Value determination pursuant to Section 13.15, and (z) any determination of the Fair Market Value of the Membership Interests in connection with a Put Sale (as defined below) pursuant to Section 13.15 shall be binding on all Investor Members. (b) Upon receipt of the Put Notice, the AEP Member (or its designee) shall purchase all of the Membership Interests of all of the Investor Members no later than the later of (i) five (5) Business Days following receipt of the applicable Put Notice or (ii) the Call closing date of the Put Transaction (it being understood that such purchase is contingent upon, and is not occurring prior to, the closing of the applicable Put Transaction) (in each case, as may be extended (x) in order to finally determine Fair Market Value pursuant to Section 13.15 solely for the portion of consideration in dispute and (y) to obtain any requisite authorization, approval or consent of any Governmental Body) (the “Put Sale”). The consideration to be paid by the AEP Member (or its designee) to each Investor Member in respect of the applicable Membership Interests shall be the Fair Market Value thereof (without giving effect to any transaction costs of the Company Group associated with the Put Transaction, it being understood such shall not be borne directly or indirectly by the Investor Members participating in the Put Sale) as of the date of the Put Sale, less (without duplication) any then-outstanding balance (including principal and accrued interest) of all Unfunded Amount Loans owed by such Investor Member. The AEP Member (or its designee) shall pay the purchase price payable in the Put Sale in cash by wire transfer of immediately available funds to an account designated in writing by the applicable Investor Member. Notwithstanding the foregoing, if the Investor Members initiate a dispute pursuant to Section 13.15 with respect to the AEP Member’s determination of Fair Market Value. The Breaching Shareholder , then the Investor Members constituting at least a majority-in-interest (based on Percentage Ownership) of the Investor Members may, by written notice to the AEP Member and the Company, revoke any Put Notice within five (5) Business Days of final determination of Fair Market Value pursuant to Section 13.15 and thereafter the Investor Members shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred have no obligation to sell their Membership Interests pursuant to the exercise or applicable Put Sale. If the attempted exercise of Investor Members fail to timely revoke their Put Notice within such timeframe in accordance with the Non-Breaching Shareholders’ rights under Section 2; (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transferimmediately prior sentence, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities Investor Members shall continue to be sold, each certificate bound to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, sell their Membership Interests pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof6.6.

Put Option. In order to exercise the event of Put Option, each exercising Médical Shareholder or Warrant Holder shall give written notice (the “Put Notice”) to Holding Corp. Such Put Notice shall specify the date upon which the Put Option will be exercised (the “Put Closing Date”) and include a Prohibited Transferrepresentation that such Médical Shareholder or Warrant Holder owns all right, the Non-Breaching Shareholders shall have the right to sell title or interest in and to the Breaching Shareholder Médical Stock or Médical Warrants, as applicable, to be exchanged, free and clear of all mortgages, liens, loans, claims, security interests and other encumbrances, and a covenant by such Médical Shareholder or Warrant Holder to indemnify Holding Corp. for any breach of such representation. Upon receipt of the number of Equity Securities equal Put Notice, Holding shall, to the number extent it may lawfully do so, exchange such Médical Shareholder’s Shareholder Médical Stock or such Warrant Holder’s Médical Warrants, as applicable, for securities of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee Holding Corp. in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected such types and amounts as calculated 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 Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Market ValueSection 2.02. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred shares of Holding Corp. acquired pursuant to the exercise or the attempted exercise of the NonCall Option or Put Option hereunder shall not be transferred by the Médical Shareholders or Warrant Holders acquiring such shares except in accordance with the restrictions on transfers of shares held by the Stockholders (as defined in the Amended and Restated First Refusal and Co-Breaching Shareholders’ rights under Sale Agreement, dated as of September 11, 2007 by and among Holding Corp. and the entities listed on Schedules A and B thereto, as amended from time to time (the “First Refusal and Co-Sale Agreement”)), contained in Section 2; (b) within ninety (90) days after the later 1 of the dates on which the NonFirst Refusal and Co-Breaching Shareholders (i) received notice of the Prohibited Transfer Sale Agreement. Any purported sale, assignment, pledge, encumbrance or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof the First Refusal and Co-Sale Agreement shall be voidvoid and ineffectual and shall not operate to transfer any interest or title to the purported transferee of such shares. In the event that holders of at least sixty percent of the shares of the capital stock of Médical listed on Schedule A hereto elect to exercise the Put Option hereunder, each Médical Shareholder and Warrant Holder agrees to exercise the Put Option with respect to the shares of Shareholder Médical Stock and Médical Warrants held by such Médical Shareholder or Warrant Holder, and the Company agrees that it will not effect hereby appoints ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ their respective attorney-in-fact to exercise such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofPut Option.

Put Option. In At any time during the event of a Prohibited TransferOption Period, the Non-Breaching Shareholders Rolling Unitholder shall have the right and not the obligation to sell all of its Units to TSC, on the Breaching Shareholder terms and conditions set forth in this Appendix 1.3 (the number of Equity Securities “Put Option”). The Rolling Unitholder may request an Option Financial Statement from the Company at any time during the Option Period. If the Rolling Unitholder wishes to exercise the Put Option, then the Rolling Unitholder shall deliver to TSC an Exercise Notice to inform TSC that the Rolling Unitholder is exercising its Put Option. On the date that is 60 days after the Exercise Notice was delivered (the “Put Purchase Date”), the Rolling Unitholder shall sell (the “Put Sale”) its Units to TSC, and TSC shall purchase such Units from the Rolling Unitholder, for a total purchase price equal to the number Call/Put Buyout Consideration. Concurrently with the Put Sale, TSC and the Rolling Unitholder shall enter into such documents and instruments as shall be reasonably necessary to facilitate the closing of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to Put Sale, including, without limitation, documentation of a surrender of the transferee in Units purchased and termination of the Prohibited Transfer had Rolling Unitholder’s interest as a Member. The Rolling Unitholder and its Indirect Owners shall at the Prohibited Transfer under Section 2 hereof been effected closing of any sale consummated pursuant to this subsection (b) of this Appendix 1.3, represent 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 Equity Securities are warrant to be sold shall be equal to the greater of TSC that: (i) the price per share paid by Rolling Unitholder has full right, title and interest in and to the transferee in the Prohibited Transfer and Units, (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse Rolling Unitholder has all the Non-Breaching Shareholders for necessary power and authority and has taken all necessary action to sell such Units as contemplated by this subsection (b) of this Appendix 1.3, and (iii) such Units are free and clear of any and all fees mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of [the Amended 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) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay the aggregate purchase price therefor Restated Operating Agreement] and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofAct.

Put Option. In the event Each of a Prohibited TransferCIBC, the Non-Breaching Shareholders MG Fund, WV and DVI shall have the right (the "Put Option") at any time after five years from the date hereof to sell require the Corporation to purchase from CIBC, MG Fund, WV or DVI, as the Breaching Shareholder case may be, all, but not less than all, of CIBC's, MG Fund's, WV's or DVI's Shares (hereinafter in Sections 7.7, 7.8 and 7.9 referred to as the number "Putting Shareholder"). Any purchase of Equity Securities equal the Putting Shareholder's Shares in accordance with this Section by the Corporation, or, if the Shareholders elect in accordance with subsection 7.7(c), by the Shareholders (such Shareholders or the Corporation, as the case may be, being hereinafter referred to in this Section as the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale "Purchaser(s)"), shall be made on subject to the following terms and conditions:, notwithstanding the provisions of Section 7.2. (a) the price per share at which the Equity Securities are to be sold Put Option shall be equal exercised by the Putting Shareholder giving to the greater of (i) the price per share paid by the transferee in the Prohibited Transfer Corporation 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 each of the Non-Breaching Shareholders’ rights under Section 2other Shareholders notice in writing (in this Article called the "Put Notice") of the Putting Shareholder's intention to exercise the Put Option; (b) within ninety (90) days after the later Put Notice shall also set forth the Putting Shareholder's best estimate, stated in dollars, of the dates on which Fair Market Value of its Shares, which, subject to Section 7.8, shall be the Non-Breaching Shareholders (i) received notice of purchase price payable by the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transferPurchaser(s); (c) the Breaching Shareholders other than the Putting Shareholder shallshall have the option, upon exercisable in writing to purchase the Putting Shareholder's Shares, in place of or in addition to the Corporation, in such proportions as may be specified in a notice given by the Shareholders other than the Putting Shareholder to the Putting Shareholder and to the Corporation within 30 days of receipt of the certificate or certificates for Put Notice. If the Equity Securities Shareholders other than the Putting Shareholder so elect, such of them who 24 20 have elected to be sold by Purchasers, shall be obligated to purchase the Non-Breaching ShareholdersPutting Shareholder's Shares, pursuant but the Corporation shall not thereby be relieved of its obligation to purchase Putting Shareholder's Shares if the Shareholders who are the Purchasers fail to complete the transaction in accordance with this Section 4.2, pay Section; (d) the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified shall be payable in Section 4.2(a), full in cash or by certified cheque or bank draft at the time of completion of the transaction; (e) upon the completion of the transaction, the Putting Shareholder shall cause its nominee(s) to resign from all offices and positions with the Corporation and release the Corporation from any claims other means acceptable than for contribution and indemnity; (f) the completion of the transaction shall take place at the offices of the Putting Shareholder, before or on the date being 120 days after the date on which the Putting Shareholder delivered the Put Notice, or if a Dispute Notice is duly given under Section 7.8, before or on the date being 45 days after determination of the purchase price in accordance with Section 7.8; (g) the Purchaser(s) shall use its best efforts to cause the Non-Breaching ShareholdersPutting Shareholder to be fully released from all obligations under any guarantees or indemnities which may have been given by the Putting Shareholder for or in respect of any debts, liabilities or obligations of the Corporation, provided that if the Purchaser(s) are unable to obtain any such release then the Purchaser(s) shall indemnify the Putting Shareholder against any loss it may suffer or incur as a result of having given any said guarantee or indemnity; and (dh) notwithstanding in the foregoing, any attempt by a Breaching event that the Putting Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, exercises the Put Option and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent all of the Non-Breaching Shareholders. The exercise of Putting Shareholder's Shares are not acquired by either the Corporation or the Shareholders in accordance with this Section 7.7, without prejudice to any Non-Breaching Shareholder’s other rights under which the Putting Shareholder may have, the provisions of Section 7.9 shall apply. All of the Shareholders hereby agree that in the event that any of CIBC, MG Fund, WV or DVI exercise the Put Option under this Section 4.2 7.7, the rights of all Shareholders under the redemption provisions contained in section 6 of the Series A and Series B Preferred Share provisions of the Company included in Schedule A to the Articles of the Company as amended January 21, 2000 shall not be deemed to be consent to or ratification suspended until such time as all of a violation of Section 2 hereofthe Company's obligations in connection with the Put Option so exercised shall have been discharged.